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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K



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(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to



|                       |  |          
|---------------------- |  | ---------
|COMMISSION FILE NUMBER |  | 001-32432
|                       |  | 333-88168



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SYNIVERSE HOLDINGS, INC.

SYNIVERSE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 30-0041666                          
|Delaware                                                       |  | 06-1262301                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

8125 Highwoods Palm Way

Tampa, Florida 33647

(Address of principal executive office)

(Zip code)

(813) 637-5000

(Registrants telephone number, including area code)



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Securities registered pursuant to
section 12(b) of the Exchange Act:



|                                                        |  |                                          
|------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                     |  | Name of each exchange on which
registered
|Syniverse Holdings, Inc. Common Stock, $0.001 per share |  | New York Stock Exchange                  

Securities registered pursuant to section 12(g) of the Exchange Act:    None



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Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.



|                             |  |              
|---------------------------- |  | -------------
|Syniverse Holdings, Inc.     |  | Yes  x    No ̈
|Syniverse Technologies, Inc. |  | Yes ̈No  x    

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated
filer ̈Accelerated filer  x            Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of June 30, 2006, the last business day of the Registrants most recently completed second fiscal quarter, the aggregate market value of
their common equity held by non-affiliates was $365,039,294, based on the closing sales price as reported on the New York Stock Exchange. This calculation of market value has been made for the purposes of this report only and should not be
considered as an admission or conclusion by the Registrants that any person is in fact an affiliate of the Registrants.

As of March 7,
2007, there were 68,029,658 shares of Syniverse Holdings, Inc.s $0.001 par value common stock outstanding. As of March 7, 2007, there were 2,000 shares of Syniverse Technologies, Inc.s no par value common stock outstanding, all of
which are owned of record by Syniverse Holdings, Inc.

Documents Incorporated by Reference

The information called for by Part III is incorporated by reference to the definitive proxy statement for the registrants 2007 Annual Meeting of
Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2006.



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SYNIVERSE HOLDINGS, INC.

SYNIVERSE TECHNOLOGIES, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2006

TABLE OF CONTENTS



|              |  |                                                                                                              |  |     
|------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|              |  |                                                                                                              |  | Page
|              |  | PART I                                                                                                       |  |     
|Item 1.       |  | Business                                                                                                     |  | 3   
|Item 1A.      |  | Risk Factors                                                                                                 |  | 18  
|Item 1B.      |  | Unresolved Staff Comments                                                                                    |  | 26  
|Item 2.       |  | Properties                                                                                                   |  | 26  
|Item 3.       |  | Legal Proceedings                                                                                            |  | 26  
|Item 4        |  | Submission of Matters to a Vote of Security Holders                                                          |  | 27  
|              |  |                                                                                                             
|              |  | PART II                                                                                                      |  |     
|Item 5.       |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 28  
|Item 6.       |  | Selected Financial Data                                                                                      |  | 30  
|Item 7.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 34  
|Item 7A.      |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 58  
|Item 8.       |  | Financial Statements and Supplementary Data                                                                  |  | 59  
|Item 9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 59  
|Item 9A.      |  | Controls and Procedures                                                                                      |  | 59  
|Item 9B.      |  | Other Information                                                                                            |  | 61  
|              |  |                                                                                                             
|              |  | PART III                                                                                                     |  |     
|Item 10.      |  | Directors, Executive Officers and Corporate Governance                                                       |  | 62  
|Item 11.      |  | Executive Compensation                                                                                       |  | 62  
|Item 12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 62  
|Item 13.      |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 62  
|Item 14.      |  | Principal Accounting Fees and Services                                                                       |  | 62  
|              |  |                                                                                                             
|              |  | PART IV                                                                                                      |  |     
|Item 15.      |  | Exhibits and Financial Statement Schedules                                                                   |  | 63  
|Signatures    |  | 110                                                                                                         
|Exhibit Index |  | 111                                                                                                         



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PART I



|ITEM 1. | BUSINESS
|------- | --------

OUR HISTORY

We have been a leading provider of mission-critical technology services to wireless telecommunications companies worldwide for 20 years. We were founded
in 1987 as GTE Telecommunication Services Inc., a unit of GTE, to address the industry-wide need for inter-carrier wireless roaming telephone service. As the wireless industry has grown, we have continuously enhanced and extended our service
offerings to meet the evolving technology service requirements of the telecommunications industry.

In early 2000, GTE combined our
business with its Intelligent Network Services business, a leading Signaling System 7 (SS7) network and intelligent network database provider. This combination further enhanced our services suite to include national SS7 signaling and
intelligent network database management capabilities. In June 2000, GTE and Bell Atlantic merged to form Verizon Communications. As a result of this transaction, we became an indirect, wholly owned subsidiary of Verizon Communications.

In February 2002, we were acquired by certain members of our senior management team and an investor group led by GTCR Golder Rauner, LLC
(GTCR). Following the acquisition, we became an independent corporate entity separate from Verizon. Syniverse Holdings, Inc. was a wholly owned subsidiary of Syniverse Holdings, LLC, which was the ultimate parent of the consolidated
group of Syniverse entities. In connection with our initial public offering in February 2005, Syniverse Holdings, LLC distributed all of the shares of Class A cumulative redeemable convertible preferred stock and common stock of Syniverse
Holdings, Inc. that it owned to its members and subsequently dissolved. Following this dissolution and distribution, Syniverse Holdings, Inc. became the ultimate parent of the consolidated group of Syniverse entities.

Since our acquisition from Verizon, our management team has implemented a number of significant changes in our business to improve our performance and
market position. These changes include:



| |  |  | Established a global, customer-centric sales organization. Following the acquisition, management refocused and restructured the sales organization to be more
customer-centric. Management established domestic and international sales offices in key markets to improve customer service levels and generate new sales opportunities. These offices were staffed with local sales professionals with extensive
in-region industry experience. In February 2003, we opened our European headquarters in The Netherlands, which has greatly increased exposure for our products and services in Europe and has resulted in agreements to extend the reach of our network
services to include international signaling. We secured our first roaming clearinghouse contracts with major European wireless carriers. We opened our Asia Pacific headquarters in Hong Kong to strengthen and extend our existing relationships with
wireless carriers throughout the Asia Pacific region. We continue to increase our global presence with additional sales offices located in strategic markets around the world.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Upgraded and expanded our network to improve service levels and redundancy. At the time of the acquisition, our network lacked geographic breadth,
carrier-grade redundancy and service reliability. To respond to this problem, the management team began a phased network improvement program which included network redesign, hardware upgrades and geographic expansion. The upgrades have resulted in a
highly reliable and redundant network that provides high levels of service to telecommunication carriers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Refocused development efforts on near-term technology service opportunities. Following the acquisition, management refocused business development and
research efforts on emerging technology service opportunities with near-term market acceptance and revenue potential. Our ability to identify and develop a leading wireless local number portability solution to meet the federal wireless local
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | number portability (WLNP) mandate is one example of this refocused strategy. These new business development efforts have resulted in the
commercial introduction of a variety of new products, particularly in the area of mobile data.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pursued opportunistic acquisitions. We have made several strategic acquisitions since February 2002. In July 2003, we merged with Brience, Inc.(Brience), a
developer of information access and integration software products to large enterprises. In December 2003, we acquired Softwright Holdings Limited, a United Kingdom-based provider of mobile number portability solutions. In September 2004, we acquired
the IOS North America division of EDS, a provider of wireless clearinghouse services in North America and successfully integrated them into our existing business. In June 2006, we acquired the capital stock of Perfect Profits International (PPIL),
which comprises the Interactive Technologies Holdings Limited business (ITHL). Headquartered in Hong Kong, ITHL is a leading provider of value-added services to carriers in the Asia Pacific region.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Today, we offer a comprehensive suite of technology interoperability services, network services, number portability services, call processing services
and enterprise solutions to telecommunications service providers worldwide. Many carriers depend on our integrated suite of services to solve their most complex technology-driven operational challenges and to facilitate the rapid deployment of next
generation wireless services.

Overview

We are a leading provider of mission-critical technology services to wireless telecommunications companies worldwide. Our mission-critical technology services solve technical and operational challenges for the wireless industry by
translating otherwise incompatible communication standards and protocols and simplifying carrier interconnectivity allowing seamless communications and facilitating advanced services. Our fully-integrated suite of transaction-based services allows
carriers to deliver seamless voice, data and next generation services to wireless subscribers, including roaming, Short Message Service (SMS), Multimedia Messaging Services (MMS), caller ID, number portability and wireless
video services. We currently provide our services to more than 350 carriers in over 50 countries. For 20 years, we have served a critical and central role as one of the wireless industrys only carrier-neutral intermediaries and continue to
develop innovative solutions to solve the challenges that arise as new technologies, standards and protocols emerge.

Demand for our
services is driven primarily by wireless voice and data traffic, subscriber roaming activity, SMS and MMS messaging and number porting. The global wireless telecommunications industry is expected to grow due to continued subscriber growth, increased
usage and deployment of new services. In addition, subscriber adoption of new wireless technologies and services can also drive demand for our services due to the resulting increase in interoperability complexities. The global wireless industry
relies on an extensive and complex set of communication standards, technical protocols, network interfaces and systems that must successfully communicate with one another in order to provide voice and data services to subscribers in their local
markets and when roaming. The proliferation of these standards has resulted in technological incompatibilities, which are increasingly difficult to manage as new wireless technologies and services are introduced and deployed. We believe that as
wireless usage expands and complexity continues to increase, the demand for our services will grow.

We have developed a broad set of
innovative interoperability solutions in response to the evolving needs of our customers. Through our integrated suite of services, we enable carriers to provide their customers with enhanced wireless services including:



| |  |  | national and international wireless voice and data roaming;
| | - |  | -----------------------------------------------------------



| |  |  | wireless data services, including SMS and MMS, across incompatible standards and protocols;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | intelligent network services such as wireless number portability and advanced IP service offerings; and
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Interactive video, prepaid applications and value-added roaming services.
| | - |  | -------------------------------------------------------------------------



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Our service platforms also enable carriers to rapidly and cost-effectively deploy next-generation wireless services
including enhanced wireless data, wireless Voice-over-Internet Protocol (VoIP) and wireless video.

We provide these services
to telecommunications carriers globally, including the ten largest U.S. wireless carriers and seven of the ten largest international wireless carriers. Domestically, we have long-standing relationships with many leading carriers, including Cingular
Wireless, Sprint, T-Mobile USA and Verizon Wireless. We also serve over 100 international carriers outside North America, including Vodafone, SFR, Telefonica, TelCel, Telstra, Telia Sonera, China Unicom, KDDI and SK Telecom. For the year ended
December 31, 2006, 22.6% of our total revenue was generated outside North America, an increase of 63% over 2005, mostly due to our recent acquisition of Hong Kong based ITHL and increasing sales to new and existing global customers. We expect
this trend to continue in 2007.

We generate the majority of our revenue on a per-transaction basis, and often receive revenue from
multiple transactions during a single call or data session. The remainder of our revenue is generated from custom software development fees, hardware sales, professional services, and recurring, non-transaction fees for network connections and
software maintenance. Demand for our services is driven primarily by wireless voice and data traffic, subscriber roaming activity, SMS and MMS messaging and number porting.

Our total revenues for the year ended December 31, 2005 were $341.8 million and $337.0 million for the year ended December 31, 2006. Our net
income was $9.8 million and $89.7 million, an increase of 815.2%, and our net income applicable to common stockholders was $5.6 million and $89.7 million, an increase of 1,499.6%, for the same periods, respectively.

We have built our reputation over the past 20 years by designing comprehensive solutions that solve wireless industry technology complexities. Our
integrated suite of services includes:



| |  |  | Technology Interoperability Services.We operate the largest wireless clearinghouse in the world, which enables the accurate invoicing and settlement of
domestic and international wireless roaming telephone calls and wireless data events. We also provide SMS, MMS and instant messaging routing and translation services between carriers. In addition, we have expanded our mobile data solutions to
include interactive video and mobile broadband solutions, prepaid applications and value-added roaming services through our recent acquisition of ITHL. For the year ended December 31, 2006, we generated $138.7 million of revenues in Technology
Interoperability Services, which represented 41.1% of our total revenues for that period.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network Services.Through our Signaling System 7 (SS7) network, we connect disparate wireless carrier networks, enable access to intelligent
network database services such as caller ID and provide translation and routing services to support the delivery and establishment of telephone calls. Additionally, through our IP service offerings, we establish and manage connectivity between
wireless networks to facilitate wireless data roaming and interconnect voice service providers. For the year ended December 31, 2006, we generated $124.8 million of revenues in Network Services, which represented 37.0% of our total revenues for
that period.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Number Portability Services.Our mobile number portability (MNP) services are used by nearly all wireless carriers in the United States to enable
wireless subscribers to keep their existing telephone numbers when changing service providers. These services are also under implementation in Canada. We manage the validation and routing of inter-carrier communications for porting subscribers, and
provide the updated information into the national database. As MNP is being mandated in other countries, we can provide both the porting and database administration as a bundled offering. For the year ended December 31, 2006, we generated $28.8
million of revenues in Number Portability Services, which represented 8.5% of our total revenues for that period.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Call Processing Services.We provide a suite of signaling services to facilitate international calling and roaming that enable simplified routing and resolve
numbering and messaging conflicts due to differing protocols across various countries. We also provide several other services, including fraud
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | management. For the year ended December 31, 2006, we generated $29.3 million of revenues in Call Processing Services, which represented 8.7% of our
total revenues for that period.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enterprise Solutions.Our enterprise wireless data management platform allows carriers to offer large corporate customers reporting and analysis tools to
manage telecom-related expenses. For the year ended December 31, 2006, we generated $7.3 million of revenues in Enterprise Solutions, which represented 2.2% of our total revenues for that period.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also provide our customers with the ability to connect to various third-party intelligent network database providers. These providers charge us a
per-transaction fee for access to their databases, which we pass on to our customers with little or no margin. We refer to these fees as Off-Network Database Query Fees. For the year ended December 31, 2006, we generated $8.2
million of revenues in Off-Network Database Query Fees, which represented 2.4% of our total revenues for that period.

Industry Summary

The global wireless industry has grown significantly since its inception as wireless services have become increasingly available
and affordable. According to CTIAThe Wireless Association, the U.S. wireless industry has grown from an estimated total subscriber base of 97.0 million in 2000 to 219.4 million by mid-year 2006, a 126% increase. CTIA also reported
that twelve-month total wireless service revenues grew from $45.3 billion in 2000 to $118.3 billion in 2006, a 161% increase. Additionally, reported wireless minutes of use grew in the United States 30.1% year-over-year, from 516.1 billion minutes
of use in June 2004 to 675.1 billion in June 2006. This expanding subscriber base and corresponding growth in industry revenues has been driven by improved service quality, greater national and international wireless roaming coverage, decreased
pricing and the introduction of new messaging, wireless data and content services.

On a global basis, similar trends have been cited by
The Yankee Group, a technology research and consulting firm. According to a Yankee Group forecast,



| |  |  | Worldwide wireless operator service revenue will surpass $698 billion by 2009. Data services will account for slightly more than 21% of the total.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Total registered cellular lines will reach 2.8 billion in 2009, representing a unique user base of nearly 2.4 billion individuals.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Text messaging revenue will top $36 billion in 2009. Ringtone revenue to carriers and content providers will reach almost $28 billion.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

Additionally, Yankee Group forecasted penetration of unique users to reach 36% by 2009. The study encompassed a wide spectrum, from Europe and North
America at the high end with 80% and 77.5%, respectively, and Asia Pacific and Middle East/Africa at the low end, with 30% and 19.9% penetration, respectively.

Wireless industry growth has been accompanied by a steady introduction of new and often incompatible wireless technologies. This has resulted in the proliferation of different network architectures, including various
mobile switch types (such as those manufactured by Lucent, Nortel, Ericsson and Motorola), diverse signaling standards (such as Code Division Multiple Access (CDMA), Time Division Multiple Access (TDMA), Global System for
Mobile Communication (GSM), Integrated Digital Enhanced Network (iDEN) and Wi-Fi, distinct billing record formats (such as Cellular Intercarrier Billing Exchange Record (CIBER), Transferred Account Procedure
(TAP) and Remote Authentication Dial-In User Service (RADIUS)) and multiple network protocols (such as X.25, Frame Relay, SS7 and Internet Protocol). This has created significant technological incompatibilities and
operational challenges for wireless carriers.

As a result, many wireless carriers utilize third-party technology services providers like
us to:



| |  |  | serve as a trusted intermediary for proprietary data exchange between competitive wireless carriers;
| | - |  | ----------------------------------------------------------------------------------------------------



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| |  |  | provide centralized, single point connectivity to the systems and networks of multiple carriers;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | enable communication between new and legacy carrier systems by resolving incompatibilities associated with geographic and carrier variations in communication
protocols;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | simplify the operational challenges associated with carrier differences in the timing of new technology deployment;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | offer access to a range of intelligent network database services required for enhanced wireless services; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | rapidly develop new solutions to meet emerging wireless industry technology complexities and to support next generation services such as wireless data content and
VoIP.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Market Opportunity

We expect the technology complexities and operational challenges faced by wireless carriers to continue to grow as the wireless industry evolves. These complexities and challenges are driven by a variety of wireless
industry trends including the growth in the number of wireless telephone subscribers, the volume of wireless roaming telephone calls and the growing volume of SMS and MMS messages. In addition, the emergence of next-generation wireless and wireline
communication services such as VoIP, future government mandated changes and new applications for existing communications services will drive future industry growth.

Technology Interoperability Services

The proliferation of incompatible wireless communication
protocols, messaging/data formats and billing standards has made it increasingly difficult for carriers to connect systems and networks and to share the information required to offer seamless global wireless voice and data services to subscribers.
Technology service providers solve these interoperability problems by offering wireless roaming clearinghouse services, SMS and MMS messaging translation and routing services, and wireless data roaming facilitation and clearinghouse solutions to
support emerging mobile data and premium content services.

Clearinghouses translate various network, signaling and billing protocols to
allow different wireless carriers to offer and be compensated for roaming services. These wireless clearinghouses serve as trusted third parties for the collection, translation and distribution of the information required to monitor and invoice
voice services provided by one carrier to numerous other carriers customers. Demand for clearinghouse services is primarily driven by the number of domestic and international wireless roaming telephone calls. We expect that increased roaming
traffic volumes will drive incremental technology interoperability and clearinghouse transaction volumes for the industry.

The growth of
SMS and MMS messaging is also driving significant operational challenges for wireless carriers. Cross-carrier SMS messaging and MMS messaging requires extensive network connectivity and complex message protocol conversion between wireless carriers.
Carrier-grade message translation and routing are critical to wireless carriers who increasingly rely on messaging services to drive incremental revenue growth and to improve customer retention.

International Data Corporation (IDC), in its 2005 to 2009 market analysis of the U.S. Wireless SMS, instant messaging and MMS messaging
markets, reports strong growth. The group forecasts total wireless messages exchanged to increase from 54.6 billion in 2004 to 387.9 billion in 2009 as messaging adoption and usage continues to grow. Messaging revenue is forecast to grow from $2.7
billion to $7.5 billion over the same period.

The emergence of mobile data and premium content services are also driving carrier demand
for clearinghouse services, translation services and roaming facilitation services. This growth has been and will continue to be supported by the deployment of next generation wireless data networks. We believe the increased



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wireless data roaming and growing demand for premium content will drive the need for wireless data clearinghouse services that simplify network connectivity
and the exchange of invoicing data between multiple carriers.

Network Services

SS7 networks are a core element of todays telecommunications infrastructure. SS7 is the telecommunications industrys standard network
signaling protocol used by substantially all carriers to enable the setup and delivery of telephone calls and to offer enhanced calling features like caller ID. Outsourced network services provide carriers cost effective, single point connectivity
to an SS7 network, other widely used communication networks and critical databases. As a result, carriers avoid the cost and complexity of managing individual network connections to multiple carriers, eliminate the expense of licensing and
maintaining intelligent network databases and reduce the need for building capital-intensive network infrastructure. Drivers of network services include wireless subscriber growth, wireless roaming call volume growth, and SMS messaging volume
growth. In addition, we also expect wireline subscriber growth and the emergence of new services to drive demand for network services.

Demand for SS7-based signaling and associated database applications is growing. Continued wireless subscriber growth and call volume growth are expected to drive increased SS7 signaling revenues. SS7 signaling also provides carriers access
to a variety of intelligent network services such as database applications (caller ID, 800 service and local number portability).

In
addition, wireless data roaming requires carriers to support packet-switched, Internet Protocol-based communications protocols including General Packet Radio Service (GPRS) and 1xRTT (technology designed to double voice capacity and
support faster data transmission). Technology service providers support wireless data roaming services and enable subscribers to access their home wireless data services (such as public Internet, corporate intranets, e-mail and m-commerce) while
abroad or beyond the reach of their home network. The emergence of Internet Protocol-based signaling solutions and database services associated with VoIP will also require network, routing and translation services to communicate with legacy
networks. VoIP offers traditional voice telephone services but at a significantly lower cost by bypassing the traditional telephone network.

Number
Portability Services

In 1996, the Federal Trade Commission (FCC) mandated WLNP to encourage competition by permitting
wireless subscribers to change carriers while retaining their current telephone numbers. In 2005, Canadian regulators also mandated wireless number portability. To facilitate the portability of wireless telephone numbers, carriers exchange
information with other carriers and transmit information to regional number portability databases in order to support call routing. Implementation of WLNP services impacts nearly every system within carrier operations including network signaling and
routing, switching, billing, point of sale and customer care.

Technology service providers enable wireless carriers to implement WLNP
services to their customers by streamlining the ordering and communication processes that organize, prioritize and route WLNP transactions between wireless carriers and industry databases. These services must be able to route and track the multiple
transactions involved in porting numbers between service providers, identify and facilitate problem resolution, manage the unique challenges of porting between wireline and wireless carriers, and interface to carriers who have chosen less automated
porting solutions.

Following the introduction of WLNP, the wireless industry experienced rapid consumer adoption resulting in over six
million telephone numbers ported in the first year. We expect the drivers of WLNP services demand will be continued carrier competition, greater customer awareness and increased regulatory focus, and adoption of WLNP services in other countries
around the world.



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Call Processing Services

Call processing solutions support the proper authentication, handling and routing of telephone calls in order to reduce fraud and to allow wireless subscribers to make and accept telephone calls while roaming on
another carriers network. Although wireless subscriber fraud has declined as carriers increasingly utilize SS7 functionality, international wireless roaming growth is causing new telephone call routing and delivery complexities for carriers.
Due to geographic and carrier differences in subscriber verification, call delivery and signaling network protocols, these services require extensive data management capabilities.

Drivers of call processing demand include international wireless subscriber growth, international wireless roaming call volume growth and ongoing
subscriber issues. Carriers are increasingly using SS7 networks to replace traditional call processing functionality and to address wireless subscriber fraud issues.

Products and Services

We offer an integrated suite of services to wireless telecommunications
carriers that meet the evolving technology requirements of the wireless industry. These services include technology interoperability, network, wireless number portability, call processing and enterprise solutions.

Technology Interoperability Services

We
operate the largest wireless clearinghouse in the world. Our clearinghouse services enable the accurate invoicing and settlement of domestic and international wireless roaming telephone calls. We are a trusted intermediary and primary connection
point between hundreds of wireless carriers. We also provide services that support the routing and delivery of SMS, MMS and other messaging formats between different wireless carrier networks. In addition, we provide roaming facilitation services
that enable seamless domestic and international wireless voice and data services. We generate the majority of our revenues by charging per-transaction processing fees. Our Technology Interoperability Services include:



| |  |  | Clearinghouse ServicesWe process and exchange proprietary subscriber roaming usage data on a secure and confidential basis to support financial
settlement between wireless carriers. Our clearinghouse services support multiple billing formats including TAP for GSM carriers and CIBER for TDMA and CDMA carriers. We also support RADIUS and IPDR formats for wireless data transactions including
messaging, m-commerce, content, and location-based applications. Carriers use our solutions to access custom, on-line reports providing business intelligence, trends, and daily and monthly summaries of key data. Carriers use these reports to track
their net financial positions with their roaming partners.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Messaging ServicesOur messaging services reliably translate, route and deliver SMS, MMS and other message formats across disparate carrier networks. We
accomplish this by mapping a message to a phone number, determining the appropriate carrier, routing the message accurately and resolving incompatibility issues among CDMA, TDMA and GSM carriers. Messages may be initiated peer to peer between
wireless subscribers, originated from premium content providers or broadcast by an enterprise or community alerting application. Our services can deliver messages domestically and internationally to multiple devices and platforms.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Roaming FacilitationOur roaming facilitation capabilities allow wireless subscribers to receive voice and data services while roaming on another
carriers network, regardless of differing technology standards. We simplify interstandard and international voice roaming by providing carriers with subscriber call origination, automatic call delivery and subscriber invoicing data. In
addition, we offer value-added services to carriers to improve the subscribers experience while increasing the carriers roaming revenues.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mobile Data ServicesOur mobile data services include interactive video services and mobile broadband solutions. These services provide carriers with
the ability to manage and control their data
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | networks while improving the type and quality of service their subscribers receive. Additionally, we provide advanced video services that take advantage of
3G video telephony technology allowing carriers to add high revenue services to attract subscribers to their new 3G networks.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Network Services

We interconnect wireless carriers through our SS7 network to a suite of intelligent database
services and provide wireless and wireline call signaling services. Our intelligent database services include caller ID, local number portability, line information database and toll-free number routing. Carriers also use our SS7 signaling solutions
to set-up, translate and route wireless telephone calls both domestically and internationally. We also provide carriers cost-effective, single-point connectivity to other widely used communication networks (such as X.25, Frame Relay and Internet
Protocol) to support wireless voice, SMS messaging, MMS messaging, VoIP and data roaming services.

By operating one of the largest
independent SS7 networks, we provide our customers access to substantially the entire U.S. public-switched telecommunications network, global connectivity, carrier-grade reliability and intelligent network services. Our network architecture provides
a robust, reliable, and highly redundant signaling platform. In addition, our intelligent network databases also permit carriers to offer value-added calling features to their customers.

Our primary network services include intelligent network database services, SS7 network services, network connectivity services and international mobile
number portability. We generate revenues from these services primarily by charging per-transaction processing fees, circuit fees, port fees and software license fees.



| |  |  | SS7 Network ServicesWe operate one of the largest independent SS7 networks in the United States. Our SS7 network supports the call set-up, routing and
delivery of wireless and wireline telephone calls and supports access to intelligent network database services. Our international signaling gateway for wireless carriers and other network providers translates between the predominant North American
signaling standard (American National Standards Institute SS7) and other global signaling standards such as International Telecommunications Union C7. We also provide wireless carriers with valuable network analysis tools that monitor subscriber
activity.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network Connectivity ServicesOur network connectivity services provide wireless carriers cost-effective single-point connectivity to many widely used
communication networks such as X.25, Frame Relay and Internet Protocol. We manage network circuits that interconnect carriers cell sites and switches across local and regional boundaries. We also provide a suite of services that enables
subscribers to have seamless access to their home carriers General Packet Radio Service (GPRS) or 1x-RTT (CDMA) data network while roaming both nationally and internationally. This Internet Protocol based virtual private network offers secure
access to home based e-commerce, public Internet, corporate intranets and e-mail systems to roaming subscribers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Intelligent Network Database ServicesOur intelligent network database services enable carriers to offer enhanced services and features to subscribers.
Our caller ID service provides access to calling name databases, allowing carriers to query regional Bell operating companies and other major independent telephone carriers to reduce the name not available messages that subscribers
receive. We also manage and operate a database for storage of calling name records. We provide access to all U.S. regional number portability databases to support call routing to subscribers who have ported their telephone number to a different
service provider. We also access databases that provide routing for toll free numbers. We access line information databases to provide enhanced services such as validating telephone numbers, billing information and calling card data.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | International Mobile Number PortabilityOur international mobile number portability services streamline the porting process for mobile operators by
providing a centralized reference database and carrier communication solutions for non-U.S.-based carriers.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Number Portability Services

We are the leading provider of wireless local number portability services to U.S. carriers and expect to offer similar services to all Canadian carriers in the first quarter of 2007. These services enable wireless
subscribers to switch carriers while keeping the same telephone number. As WLNP-related technology and operational complexities were identified, we developed solutions that facilitate the exchange of information between carriers and transmit
information to regional industry databases. These services route and track the multiple transactions involved in porting numbers between service providers and identify and facilitate problem resolution when porting transactions are not successful.
These services also manage the unique challenges of porting numbers between wireless and wireline carriers and from carriers who have chosen to manually process porting transactions.

Our primary wireless local number portability solutions include transaction processing services and port center services. We generate revenues from these
services primarily by charging per-transaction processing fees, software license fees and resource management fees.

Our WLNP transaction
processing services enable the intercarrier communications required to port telephone numbers between wireless carriers and to streamline the ordering and communication process to regional industry databases that track number ownership. We also
enable wireless carriers to exchange ported telephone numbers and associated messages with wireline carriers.

Call Processing Services

We provide global call handling and fraud management solutions that enable wireless subscribers from one carrier to make and
receive telephone calls while roaming on another carriers network. We support international roaming by connecting wireless carriers and by resolving geographic and carrier differences in subscriber verification, call delivery and signaling
network protocols. We also offer wireless carriers comprehensive fraud detection and fraud prevention services.

We developed many of the
wireless industrys first and leading solutions for wireless subscriber verification, call processing and technical fraud detection and prevention. For a wireless subscriber to receive service while roaming on another carriers network,
the subscribers home carrier must validate the subscriber as an authorized subscriber. We have addressed these subscriber authentication and call delivery complexities by developing solutions that translate and convert various network and
signaling protocols. Our comprehensive, integrated fraud management solutions employ advanced technologies to provide flexible, efficient fraud detection and fraud prevention, regardless of switch type, software release version or industry standard.
Our integrated service offerings provide a total authentication solution and comprehensive protection for subscribers.

Our primary call
processing services include signaling solutions and fraud prevention services. We generate revenues from these services primarily by charging per-transaction processing fees.



| |  |  | Signaling SolutionsOur services verify a subscribers eligibility to receive service while roaming in another carriers market. Our signaling
solutions also resolve conflicting international numbering plans and overlapping system identifiers to allow subscribers to roam when the visited service provider may not normally recognize the subscriber.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Fraud Prevention ServicesWe provide multiple services to carriers to minimize the financial losses associated with subscriber fraud. Our fraud
profiling solutions collect usage data from mobile switches to create a unique profile for each subscriber based upon the subscribers call activity. We continually compare subscriber calling activity to subscriber specific usage profiles,
identify fraudulent activity and, when appropriate, suspend the subscriber accounts. We provide these services as a software license or in a service bureau environment. We also provide key management services that exchange authentication keys
between carriers and multiple wireless equipment manufacturers. Authentication keys are used by wireless carriers to verify the identity of subscribers and prevent handset fraud.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Enterprise Solutions

We enable wireless carriers to offer billing consolidation and data management services to large enterprise customers. Our solution consolidates customer usage data onto one invoice and offers robust online reporting
and analysis tools that enable enterprise customers to manage their telecommunications-related costs. We generate revenues from this service on a per-account processing fee.

Customers

We serve more than 350 telecommunications service providers in over 50 North American,
Central and Latin American, Asia Pacific and European, Middle East and African countries. We serve the ten largest U.S. wireless carriers including Cingular Wireless, Sprint/Nextel, T-Mobile USA and Verizon Wireless. We also serve seven of the ten
largest international wireless carriers in Latin America, Asia Pacific and Europe. These customers include America Moviles, China Unicom, KDDI, Telia Sonera, Vodafone and SK Telecom. We believe that maintaining strong relationships with our
customers is one of our core competencies and that maintaining these relationships is critical to our success.

Our top ten customers
accounted for approximately 51.2% of our revenues for the year ended December 31, 2006. Verizon Communications, Verizon Wireless and their affiliates, which collectively is our largest customer, accounted for approximately 17.6%, 16.7%, and
20.3%, of our revenues for the years ended December 31, 2006, 2005 and 2004, respectively. The percentage of our revenues derived from customers outside the United States was 22.6%, 13.9% and 11.4% for the same periods, respectively.

Competitive Strengths

We believe that
the following strengths differentiate us in the marketplace:



| |  |  | Comprehensive suite of services makes us a leading provider of mission-critical services to wireless carriers. We believe that we offer the most
comprehensive and advanced suite of integrated technology services to the wireless telecommunications industry. We believe that our established carrier relationships, the mission-critical nature of our services and our track record of performance
have made us the technology services provider of choice for many of our customers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Transaction-based business model with recurring revenues and strong operating cash flows.The majority of our revenues are transaction-based and we
have long-term contracts with most of our customers. We have had historical success in customer retention, growth in transaction volumes and our ability to leverage our existing technology platforms to serve additional customers and to offer new
services. Our business model enables us to generate a high level of recurring revenues and strong operating cash flows to support debt reduction, acquisitions and other strategic activities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Proven track record of technology innovation. We believe that we are a leader in developing comprehensive solutions that meet wireless carriers
evolving technology interoperability, network and call processing needs. We have built our business and reputation through a history of innovation that includes the following achievements:
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we were the first to deploy an automatic roaming call delivery service (Follow Me Roaming);
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | we were the first to provide a commercial fraud profiler (CloneDetector/FraudX) to most of the major U.S. carriers;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | we were the first to provide seamless international interstandard roaming services (GlobalRoam/UniRoam);
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | our engineers developed the original technology supporting the OnStar application for a major wireless carrier;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | we offer the industrys most comprehensive suite of WLNP services; and
| | - |  | ----------------------------------------------------------------------



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| |  |  | we are the industrys leading provider of CDMA data roaming services.
| | - |  | ---------------------------------------------------------------------



| |  |  | Positioned to capitalize on emerging communications technologies. We believe that we are positioned to capitalize on the complexity of emerging
communications technologies by leveraging our proven development track record and close customer relationships. We are currently pursuing opportunities in messaging, mobile data content, and VoIP. Our accomplishments in these areas include having
been selected by the members of CTIA to be the principal messaging platform for the national Wireless AMBER Alert program sponsored by The Wireless Foundation.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Role as an independent, trusted intermediary provides enhanced market access. Our position as a neutral point of proprietary data exchange between wireless
carriers affords us several compelling benefits. Carriers recognize that, unlike some of our competitors, we do not compete for their subscribers. This independence permits us to support our customers most critical operations. We believe that
this market position provides us a unique ability to collaborate with our customers on new product development and enables us to more effectively anticipate, identify and address the evolving requirements of the global wireless industry.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Extensive and collaborative customer relationships. We provide our services to over 350 telecommunications carriers in over 50 countries, including the ten
largest U.S. wireless carriers and seven of the ten largest wireless international carriers. We have a highly active and respected customer users group that is tightly integrated into the development processes of our company. This group has
played a significant role in the continued development, enhancement and evolution of our services.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Experienced senior management team with strong customer relationships. The members of our senior management team average 20 years of industry experience.
This experience has enabled us to develop strong relationships with our customers. In addition, our management team has successfully executed our business plan since we were acquired from Verizon in February 2002.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Growth Strategy

In order to strengthen our market
leadership position, enhance growth and maximize profitability, we intend to:



| |  |  | Continue to expand internationally. We are aggressively pursuing global expansion opportunities in key new markets. We have continued to expand our sales and
support offices in Europe, the Middle East and Asia Pacific. This expansion has helped us sign contracts with leading carriers in many countries including the UK, France, China, Italy and India. In 2006, 18.5% of our revenue (excluding off-network
database query fees) was generated outside North America compared to 9.9% in 2005. We expect the percentage of our revenue generated outside North America to increase due to our recent acquisition of ITHL and increasing sales to new and existing
global customers.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Capitalize on growth in wireless data services. We expect to further capitalize on the growth in wireless messaging, content and video traffic. We currently
provide technology interoperability and network services solutions that enable the seamless transmission, delivery and billing of wireless data services between carriers. As wireless data usage increases, we expect demand for our services to grow.
In addition, we expect to continue to develop new innovative services as new wireless data formats, protocols and standards are deployed by the wireless industry.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continue to broaden our services suite and develop new customer solutions.We believe that we are well positioned to develop innovative services that solve
complexities associated with new market participants and new technologies. In addition, we are currently launching next-generation services with existing customers, including VoIP, IP-to-wireless carrier interconnectivity and video peering.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Further penetrate our existing customer base.We have been successful at selling new services to our existing customers. For example, we have signed
contracts with over 30 CDMA carriers to enable worldwide roaming for their data subscribers. We intend to continue to sell incremental services to our existing customers to further diversify our revenue and increase per-customer revenues.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Pursue strategic acquisitions.We continue to seek opportunities to acquire businesses that expand our range of services, provide opportunities to increase
our customer base and enter new geographies. For example, in June 2006, we acquired ITHL, a leading provider of value-added services to carriers in the Asia Pacific region. In September 2004, we acquired the North American wireless clearinghouse
business of Electronic Data Systems.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sales and Marketing

As of December 31, 2006, our Sales and Marketing organizations included 107 people who work together to identify and address customer needs and
concerns, deliver comprehensive services, develop a clear and consistent corporate image and offer a comprehensive customer support system. Our sales and marketing strategy is designed to give customers efficient, courteous and expert advice on a
timely basis.



| |  |  | Sales. Our sales department is geographically diverse and globally focused to better serve the needs of existing customers and to identify new opportunities
more quickly. Sales directors are organized geographically with international offices responsible for North America, Latin America, Asia Pacific and Europe/Middle East/Africa. Regional sales managers are located throughout the U.S. to serve top tier
customers in the Northeast, Northwest, Midwest, Southwest and the Southeast. U.S. account managers are product specialists and work as a team with the regional sales managers and directors to respond to customer needs. Compensation for our sales
force is composed of an industry-competitive base salary and a variable component based on sales quota attainment.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Marketing. Our marketing organization is comprised primarily of product managers and marketing services employees. Working with the sales organization, our
product managers are responsible for managing the products positioning throughout the life cycle as well as managing costs and pricing. These responsibilities include developing product plans, specifying product requirements, planning
development resources and, if necessary, managing vendor relationships. Each product manager coordinates a cross-functional product team with participants from several functional areas within our organization including sales, technology and
operations. These product team participants are responsible for coordinating the execution of the product plan within their functional teams. Marketing services employees work with product managers to determine funding for and coordination of
advertising, promotions, media relations, speaking opportunities, trade shows and our users group.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operations and Customer
Support

As of December 31, 2006, we had 172 employees dedicated to managing our internal operations and customer support
functions.



| |  |  | Customer Service, Documentation and Training. Our Customer Service organization provides front-line support for our services to our global
customers. New support personnel are recruited for their multi-lingual, interpersonal and customer care skills, and are provided intensive product training prior to accepting direct customer interface responsibility. Our Documentation and Training
group publishes the technical documentation accompanying our portfolio of services in multiple languages and also travels nationally and internationally to provide strategic customer training on our services. The group has established world-class
training facilities in Tampa, Florida, where it sponsors regular customer and employee program offerings, and has also developed Web-based real-time training that our customers have successfully utilized as a remote training option.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Carrier Business Process Outsourcing. Whenever a carrier chooses to outsource personnel operations to us, it is managed through this organization.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Internal Operations Support. Our Internal Technology Support group manages our internal hardware and software technology program as well as the Local Area
Network, Internet, email and departmental servers for our employees. This group is responsible for the Syniverse Solutions Gateway, our system
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | for customer problem management, and also provides management information software solutions and support that enable efficient operations within our
organization. Other internal operations functions include information security, facilities management and disaster recovery. All provide mission-critical support to our employees in achieving strategic objectives and help ensure our ability to
continue to serve our customers effectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Technology

As of December 31, 2006, the Technology group was comprised of 304 professionals. This group performs all functions associated with the design,
development, testing, implementation and operational support of our services. The Technology group balances technology and business priorities and enhances our ability to deliver timely and cost-effective solutions.

The primary functions of the Technology group include:



| |  |  | Product Development and Life Cycle. These groups deliver new product developments, enhancements and maintenance releases in a timely manner and develops
integrated solutions that address customer needs across multiple areas including billing, messaging, decision support and reporting. These groups also constantly monitor technology developments to ensure that we leverage our legacy investments while
developing new technologies that provide flexible and cost effective solutions to our customers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operational Support Services. These groups provide 24x7 operational support for our products to ensure a high level of service and system availability to our
customers. These groups work with the other Technology groups to identify and implement proactive measures to meet our customer commitments.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Technology Services. This group is responsible for maintaining the high overall quality of customer service through centralized testing, system/data base
administration and configuration management. This group also works with our vendors on system performance management, capacity planning and system tuning.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Network Operations

As of December 31, 2006, we had 90 employees dedicated to network
provisioning, monitoring and support.



| |  |  | Network Operations Center. We maintain a state-of-the-art Network Operations Center that actively monitors our applications, network and our connections to
our customers. Our Network Operations Center provides support both domestically and internationally 24 hours a day, seven days a week, 365 days a year. Our Network Operations Center proactively identifies potential application, operating system,
network, switch connectivity and call processing problems. They manage those problems through resolution with customers in conjunction with Inter-Exchange Carriers, Local Exchange Carriers, field engineering, our internal product support and
development teams, and vendors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network Services. This group designs, develops and supports our SS7 and Internet Protocol-based Intelligent Network Service offerings. They work closely with
our other functional departments and vendors to ensure that we are engineering and monitoring cost effective and reliable network solutions which meet our customers needs.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employees

As of December 31, 2006, we had
approximately 932 employees, none of whom are represented by a union. We believe our relations with our employees are good.



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Competition

We believe we are the only company that offers an extensive suite of technology interoperability services, network services, number portability services, call processing services and enterprise solutions to telecommunications carriers.
However, we compete with a number of U.S. and international companies in specific areas of our business.



| |  |  | Technology Interoperability Services. Our primary competitors in the U.S. technology interoperability market include VeriSign, Billing Services Group
(BSG), Sybase and MACH. Internationally, our technology interoperability services compete with BSG, Comfone and MACH. Certain wireless carriers also choose to deploy in-house interoperability and billing solutions for clearing internal
and affiliate traffic.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network Services. Our competitors for SS7 network connectivity and intelligent network services include VeriSign, Southern New England Telephone (SNETa
division of AT&T), Transaction Network Services, VNSL and regional Bell operating companies. Wireless and wireline carriers may also choose to deploy and manage their own in-house SS7 networks. Our network services compete with a variety of
carriers including Verisign and Aicent in the U.S. and Telia Sonera, Cable & Wireless, Global Crossing, France Telecom, KPNQwest, and Comfone (a subsidiary of Swisscom) internationally.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Number Portability Services. Our primary competitors in the United States for WLNP services are VeriSign, NeuStar and Telcordia. Internationally, primary
competitors include Telcordia, Neustar and Accenture as well as several other smaller companies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Call Processing Services. Our call processing services primarily compete with products from Verisign.
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | Enterprise Solutions. Certain wireless carriers have developed their own services for enterprise account management.
| | - |  | --------------------------------------------------------------------------------------------------------------------

Competitive factors in the market for our services primarily include breadth and quality of services offered, price, development capability and new
product innovation.

Governmental Regulation

Certain services we offer are subject to regulation by the FCC that could have an indirect effect on our business. In particular, end-user revenues from selected services are used to determine our contribution to the FCCs Universal
Service Fund. Additionally, we are registered with certain state utility regulatory commissions to resell private line services. Some of our customers may also be subject to federal or state regulation that could have an indirect effect on our
business. We do not offer voice-grade or data services that are deemed to be common carrier telecommunications services.

Environmental Regulation

We are subject to a broad range of federal, foreign, state and local laws and regulations relating to the pollution and protection of
the environment and health and safety, the violation of which could lead to significant fines and penalties. Among the many environmental requirements applicable to us are laws relating to air emission, wastewater discharges and the handling,
disposal and release of solid and hazardous substances and wastes. Based on continuing internal review and advice from independent consultants, we believe that we are currently in substantial compliance with applicable environmental requirements.

We could also be subject to laws, such as Comprehensive Environmental Response, Compensation, and Liability Act, that may impose liability
retroactively and without fault for releases or threatened releases of hazardous substances at on-site or off-site locations. We are not aware of any material releases for which we are



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currently liable under the Comprehensive Environmental Response, Compensation, and Liability Act or any other similar environmental or health and safety law.

We do not currently anticipate any material adverse effect on our operations, financial condition or competitive position as a result of
our efforts to comply with environmental requirements. Some risk of environmental liability is inherent, however, in the nature of our business, and we cannot assure you that material environmental liabilities will not arise. It is also possible
that future developments in environmental regulation could lead to material environmental compliance or cleanup costs.

Intellectual Property Rights

We attempt to protect our intellectual property rights in the United States and in foreign countries through a combination of patent,
trademark, copyright and trade secret laws, as well as licensing agreements and agreements preventing the unauthorized disclosure and use of our intellectual property. We currently maintain approximately 200 registrations and 100 applications in
approximately 50 countries covering over 40 separate and distinct marks; 12 patents and 13 patent applications, several jointly-owned with Verizon Wireless in the United States and in foreign countries; and 33 U.S. Copyright Registrations and 4
pending applications covering numerous software applications. In addition, we maintain certain trade secrets for which, in order to maintain the confidentiality of such trade secrets, we have not sought patent protection.

Market, Ranking and Other Data

The data included
herein regarding markets and ranking, including the size of certain service markets and our position and the position of our competitors and customers within these markets, is based on independent industry publications, reports from government
agencies or other published industry sources and our estimates are based on our managements knowledge and experience in the markets in which we operate. When we rank our customers by size, we base those rankings on the number of subscribers
our customers serve. When we describe our market position, we base those descriptions on the number of subscribers serviced by our customers. Our estimates have been based on information obtained from our customers, suppliers, trade and business
organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this annual report. However, this information may prove to be inaccurate because of the methods by which we obtain
certain data for our estimates, because this information cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and
uncertainties inherent in a survey of market size. In addition, the provided market data is not a guaranty of future market characteristics because consumption patterns and consumer preferences can and do change.



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|ITEM 1A. | RISK FACTORS
|-------- | ------------

System failures, delays and other problems could harm our reputation and business, cause us to
lose customers and expose us to customer liability.

Our success depends on our ability to provide reliable services to our customers.
Our operations could be interrupted by any damage to or failure of:



| |  |  | our computer software or hardware, or our customers or suppliers computer software or hardware;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | our networks, our customers networks or our suppliers networks; and
| | - |  | ---------------------------------------------------------------------



| |  |  | our connections and outsourced service arrangements with third parties.
| | - |  | -----------------------------------------------------------------------

Our systems and operations are also vulnerable to damage or interruption from:



| |  |  | power loss, transmission cable cuts and other telecommunications failures;
| | - |  | --------------------------------------------------------------------------



| |  |  | hurricanes, fires, earthquakes, floods and other natural disasters;
| | - |  | -------------------------------------------------------------------



| |  |  | interruption of service due to potential facility migrations;
| | - |  | -------------------------------------------------------------



| |  |  | computer viruses or software defects;
| | - |  | -------------------------------------



| |  |  | physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | errors by our employees or third-party service providers.
| | - |  | ---------------------------------------------------------

Because many of our services play a mission-critical role for our customers, any damage to or failure of the infrastructure we rely on, including that of our customers and vendors, could disrupt the operation of our
network and the provision of our services, result in the loss of current and potential customers and expose us to potential customer liability.

We
depend on a small number of customers for a significant portion of our revenues and the loss of any of our major customers would harm us.

Our three largest customers for the year ended December 31, 2006 represented approximately 29.8% of our revenues in the aggregate, while our ten largest customers for the year ended December 31, 2006 represented approximately
51.2% of our revenues in the aggregate. For the year ended December 31, 2006, we generated revenues from services provided to Verizon Communications, Verizon Wireless and their affiliates, which collectively is our largest customer, of
approximately $59.5 million, or 17.6% of our revenues. No other customer accounted for more than 10% of our revenues for the year ended December 31, 2006. We expect to continue to depend upon a small number of customers for a significant
percentage of our revenues. Because our major customers represent such a large part of our business, the loss of any of our major customers would negatively impact our business.

Most of our customer contracts do not provide for minimum payments at or near our historical levels of revenues from these customers.

Although some of our customer contracts require our customers to make minimum payments to us, these minimum payments are substantially less than the
revenues that we have historically earned from these customers. If our customers decide for any reason not to continue to purchase services from us at current levels or at current prices, to terminate their contracts with us or not to renew their
contracts with us, our revenues would decline.



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Future consolidation among our customers may cause us to lose transaction volume and reduce our prices, which would
negatively impact our financial performance.

In the past, consolidation among our customers has caused us to lose transaction volume
and to reduce prices. In the future, our transaction volume and pricing may decline for similar reasons. We may not be able to expand our customer base to make up any revenue declines if we lose customers or if our transaction volumes decline. Our
attempts to diversify our customer base and reduce our reliance on particular customers may not be successful.

If we do not adapt to rapid
technological change in the telecommunications industry, we could lose customers or market share.

Our industry is characterized by
rapid technological change, frequent new service introductions and changing customer demands. Significant technological changes could make our technology and services obsolete. Our success depends in part on our ability to adapt to our rapidly
changing market by continually improving the features, functionality, reliability and responsiveness of our existing services and by successfully developing, introducing and marketing new features, services and applications to meet changing customer
needs. We cannot assure you that we will be able to adapt to these challenges or respond successfully or in a cost-effective way to adequately meet them. Our failure to do so would impair our ability to compete, retain customers or maintain our
financial performance. We sell our services primarily to telecommunications companies. Our future revenues and profits will depend, in part, on our ability to sell to new market participants.

The market for our services is intensely competitive and many of our competitors have significant advantages over us.

We compete in markets that are intensely competitive and rapidly changing. Increased competition could result in fewer customer orders, reduced pricing,
reduced gross and operating margins and loss of market share, any of which could harm our business. We face competition from large, well-funded providers of similar services, such as VeriSign, Neustar, Mobile 365 and regional Bell operating
companies in North America and Billing Services Group and MACH outside of North America. We also believe that certain customers may choose to internally deploy certain functionality currently provided by our services. In recent years, we have
experienced a loss of revenue streams from certain of our services as some of our customers have decided to meet their needs for these services in-house. For example, during the fourth quarter of 2004, we received notice from Sprint of its intention
to move number portability error resolution services provided by us to its own internal platforms. This was completed in 2005. We are aware of major Internet service providers, software developers and smaller entrepreneurial companies that are
focusing significant resources on developing and marketing services that will compete with the services we offer. We anticipate increased competition in the telecommunications industry and the entrance of new competitors into our business.

We expect that competition will increase in the near term and that our primary long-term competitors may not yet have entered the market.
Many of our current and potential competitors have significantly more employees and greater financial, technical, marketing and other resources than we do. Our competitors may be able to respond more quickly to new or emerging technologies and
changes in customer requirements than we can. In addition, many of our current and potential competitors have greater name recognition and more extensive customer bases that they can use to their advantage.

Our continued expansion into international markets is subject to uncertainties that could affect our operating results.

Our growth strategy contemplates continued expansion of our operations into foreign jurisdictions. International operations and business expansion plans
are subject to numerous risks, including:



| |  |  | the difficulty of enforcing agreements and collecting receivables through some foreign legal systems;
| | - |  | -----------------------------------------------------------------------------------------------------



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| |  |  | fluctuations in currency exchange rates;
| | - |  | ----------------------------------------



| |  |  | foreign customers may have longer payment cycles than customers in the U.S.;
| | - |  | ----------------------------------------------------------------------------



| |  |  | U.S. Department of Commerce export controls;
| | - |  | --------------------------------------------



| |  |  | tax rates in some foreign countries may exceed those of the U.S. and foreign earnings may be subject to withholdings requirements or the imposition of tariffs,
exchange controls or other restrictions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | general economic and political conditions in the countries where we operate may have an adverse effect on our operations in those countries or not be favorable to
our growth strategy;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unexpected changes in regulatory requirements;
| | - |  | ----------------------------------------------



| |  |  | the difficulties associated with managing a large organization spread throughout various countries;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | the risk that foreign governments may adopt regulations or take other actions that would have a direct or indirect adverse impact on our business and market
opportunities; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the potential difficulty in enforcing intellectual property rights in certain foreign countries.
| | - |  | ------------------------------------------------------------------------------------------------

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and
other risks associated with our international operations. However, any of these factors could result in higher costs or reduced revenues for our international operations.

The costs and difficulties of acquiring and integrating complementary businesses and technologies could impede our future growth, diminish our competitiveness and harm our operations.

As part of our growth strategy, we intend to consider acquiring complementary businesses. Future acquisitions could result in potentially dilutive
issuances of equity securities, the incurrence of debt and contingent liabilities and an increase in amortization expense related to identifiable intangible assets acquired, which could harm our business, financial condition and results of
operations. Risks we could face with respect to acquisitions include:



| |  |  | greater than expected costs, management time and effort involved in identifying, completing and integrating acquisitions;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | potential disruption of our ongoing business and difficulty in maintaining our standards, controls, information systems and procedures;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | entering into markets and acquiring technologies in areas in which we have little experience;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | acquiring intellectual property which may be subject to various challenges from others;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the inability to successfully integrate the services, products and personnel of any acquisition into our operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | a need to incur debt, which may reduce our cash available for operations and other uses, or a need to issue equity securities, which may dilute the ownership
interests of existing stockholders; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | realizing little, if any, return on our investment.
| | - |  | ---------------------------------------------------

Our failure to achieve or sustain market acceptance at desired pricing levels or transaction volumes could impact our ability to maintain profitability or positive cash flow.

Competition and industry consolidation have resulted in pricing pressure, which we expect to continue in the future and which we expect to continue to
address through our volume-based and service bundling pricing strategy. This pricing pressure could cause large reductions in the selling price of our services. For example, the mergers of Nextel and Sprint, Alltel and Western Wireless, Cingular and
AT&T Wireless and other consolidation



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in the wireless services industry could give our customers increased transaction volume leverage in pricing negotiations. Our competitors or our
customers in-house solutions may also provide services at a lower cost, significantly increasing pricing pressures on us. While historically pricing pressure has been largely offset by volume increases and the introduction of new services, in
the future we may not be able to offset the effects of any price reductions.

The inability of our customers to successfully implement our services
could harm our business.

Significant technical challenges can arise for our customers when they implement our services. Our
customers ability to support the deployment of our services and integrate them successfully within their operations depends, in part, on our customers technological capabilities and the level of technological complexity involved.
Difficulty in deploying those services could increase our customer service support costs, delay the recognition of revenues until the services are implemented and reduce our operating margins.

Our reliance on third-party providers for communications software, hardware and infrastructure exposes us to a variety of risks we cannot control.

Our success depends on software, equipment, network connectivity and infrastructure hosting services supplied by our vendors and customers. We cannot
assure you that we will be able to continue to purchase the necessary software, equipment and services from these vendors on acceptable terms or at all. If we are unable to maintain current purchasing terms or ensure service availability with these
vendors and customers, we may lose customers and experience an increase in costs in seeking alternative supplier services.

Our business
also depends upon the capacity, reliability and security of the infrastructure owned and managed by third parties, including our vendors and customers, that is used by our technology interoperability services, network services, number portability
services, call processing services and enterprise solutions. We have no control over the operation, quality or maintenance of a significant portion of that infrastructure and whether those third parties will upgrade or improve their software,
equipment and services to meet our and our customers evolving requirements. We depend on these companies to maintain the operational integrity of our services. If one or more of these companies is unable or unwilling to supply or expand its
levels of service to us in the future, our operations could be severely interrupted. In addition, rapid changes in the telecommunications industry have led to industry consolidation. This consolidation may cause the availability, pricing and quality
of the services we use to vary and could lengthen the amount of time it takes to deliver the services that we use.

Capacity limits on our network and
application platforms may be difficult to project and we may not be able to expand and upgrade our systems to meet increased use.

As
customers usage of our services increases, we will need to expand and upgrade our network and application platforms. We may not be able to accurately project the rate of increase in usage of our services. In addition, we may not be able to
expand and upgrade, in a timely manner, our systems, networks and application platforms to accommodate increased usage of our services. If we do not appropriately expand and upgrade our systems and networks and application platforms, we may lose
customers and our operating performance may suffer.

Financial and operating difficulties in the telecommunications sector may negatively affect our
customers and our company.

Historically, the telecommunications sector has experienced significant challenges resulting in excess
capacity, poor operating results and financing difficulties. Because we operate in the telecommunications sector, we may also be negatively impacted. While the sector has recently improved, some of our customers continue to have uncertain financial
conditions. The impact of these conditions on us could include slower collections on accounts receivable, higher bad debt expense, uncertainties due to possible customer bankruptcies, lower pricing



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on new customer contracts, lower revenues due to lower usage by the end customer and possible consolidation among our customers, which will put our customers
and operating performance at risk.

We may need additional capital in the future and it may not be available on acceptable terms.

We may require more capital in the future to:



| |  |  | fund our operations;
| | - |  | --------------------



| |  |  | enhance and expand the range of services we offer;
| | - |  | --------------------------------------------------



| |  |  | maintain and expand our network; and
| | - |  | ------------------------------------



| |  |  | respond to competitive pressures and potential strategic opportunities, such as investments, acquisitions and international expansion.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

We cannot assure you that additional financing will be available on terms favorable to us, or
at all. The terms of available financing may place limits on our financial and operating flexibility. In addition, our senior credit facility contains, and the indenture governing our 73/4% senior subordinated notes due 2013 contains financial and other restrictive covenants that will limit our ability to incur indebtedness or obtain
financing. If adequate funds are not available on acceptable terms, we may be forced to reduce our operations or abandon expansion opportunities. Moreover, even if we are able to continue our operations, our failure to obtain additional financing
could reduce our competitiveness as our competitors may provide better-maintained networks or offer an expanded range of services.

Our
substantial indebtedness could have a material adverse effect on our financial health and prevent us from fulfilling our obligations.

We have significant debt service obligations. As of December 31, 2006, we had outstanding indebtedness of approximately $311.6 million (including the current portion of $1.4 million). We are the borrower of all of this outstanding
indebtedness.

Our substantial debt could have important consequences to investors. For example, it could:



| |  |  | make it more difficult for us to satisfy our obligations with respect to our indebtedness;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which will reduce the funds available for working capital,
capital and development expenditures, acquisitions and other general corporate purposes;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit our flexibility in planning for, or reacting to, changes in the manufacture, production, distribution or marketing of our services, customer demand,
competitive pressures, and the industries we serve;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | place us at a competitive disadvantage compared to our competitors that are less leveraged than us;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | increase our vulnerability to both general and industry-specific adverse economic conditions; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | limit our ability to borrow additional funds.
| | - |  | ---------------------------------------------

We may incur substantial additional debt in the future. The addition of further debt to our current debt levels could intensify the leverage-related risks that we now face.

In addition, our debt contains financial and other restrictive covenants that may limit our ability to engage in activities that may be in our long-term
best interests. Our failure to comply with those covenants could result in an event of default, which if not cured or waived, could result in the acceleration of all our debts.



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Our stock price may be volatile.

The trading price of our common stock could be subject to wide fluctuations in response to various factors, some of which are beyond our control, such as:



| |  |  | actual or anticipated variations in quarterly results of operations;
| | - |  | --------------------------------------------------------------------



| |  |  | changes in intellectual property rights of us or our competitors;
| | - |  | -----------------------------------------------------------------



| |  |  | announcements of technological innovations;
| | - |  | -------------------------------------------



| |  |  | the introduction of new products or changes in product;
| | - |  | -------------------------------------------------------



| |  |  | pricing by us or our competitors;
| | - |  | ---------------------------------



| |  |  | changes in financial estimates by securities analysts;
| | - |  | ------------------------------------------------------



| |  |  | announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel; and
| | - |  | ---------------------------------------------



| |  |  | generally adverse market conditions.
| | - |  | ------------------------------------

Regulations
affecting our customers and us and future regulations to which they or we may become subject may harm our business.

Although we do not
offer voice-grade or data services that are deemed to be common carrier telecommunication services, certain of the services we offer are subject to regulation by the FCC that could have an indirect effect on our business. In addition, the U.S.
telecommunications industry has been subject to continuing deregulation since 1984. We cannot predict when, or upon what terms and conditions, further regulation or deregulation might occur or the effect regulation or deregulation may have on our
business. Several services that we offer may be indirectly affected by regulations imposed upon potential users of those services, which may increase our costs of operations. In addition, future services we may provide could be subject to direct
regulation.

We may not be able to receive or retain licenses or authorizations that may be required for us to sell our services internationally.

The sales and marketing of our services internationally are subject to the U.S. Export Control regime. Services of a commercial
nature are subject to regulatory control by the Department of Commerces Bureau of Export Administration and to Export Administration regulations. In the future, Congress may require us to obtain export licenses or other export authorizations
to export our services abroad, depending upon the nature of services being exported, as well as the country to which the export is to be made. We cannot assure you that any of our applications for export licenses or other authorizations will be
granted or approved. Furthermore, the export license/export authorization process is often time-consuming. Violation of export control regulations could subject us to fines and other penalties, such as losing the ability to export for a period of
years, which would limit our revenue growth opportunities and significantly hinder our attempts to expand our business internationally.

Failure to
protect our intellectual property rights adequately may have a material adverse affect on our results of operations or our ability to compete.

We attempt to protect our intellectual property rights in the United States and in foreign countries through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and agreements preventing the
unauthorized disclosure and use of our intellectual property. We cannot assure you that these protections will be adequate to prevent competitors from copying or reverse engineering our services,



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or independently developing and marketing services that are substantially equivalent to or superior to our own. Moreover, third parties may be able to
successfully challenge, oppose, invalidate or circumvent our patents, trademarks, copyrights and trade secret rights. We may fail or be unable to obtain or maintain adequate protections for certain of our intellectual property in the United States
or certain foreign countries or our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States because of the differences in foreign trademark, patent and other laws concerning
proprietary rights. Such failure or inability to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

Monitoring and protecting our intellectual property rights is difficult and costly. From time to time, we may be required to initiate
litigation or other action to enforce our intellectual property rights or to establish their validity. Such action could result in substantial cost and diversion of resources and management attention and we cannot assure you that any such action
will be successful.

If third parties claim that we are in violation of their intellectual property rights, it could have a negative impact on our
results of operations and ability to compete.

We face the risk of claims that we have infringed the intellectual property rights of
third parties. For example, significant litigation regarding patent rights exists in our industry. Our competitors in both the U.S. and foreign countries, many of which have substantially greater resources than we have and have made substantial
investments in competing technologies, may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make and sell our products and services. We have not
conducted an independent review of patents issued to third parties. The large number of patents, the rapid rate of new patent issuances, the complexities of the technology involved and uncertainty of litigation increase the risk of business assets
and managements attention being diverted to patent litigation.

It is possible that third parties will make claims of infringement
against us or against our licenses in connection with their use of our technology. Any claims, even those without merit, could:



| |  |  | be expensive and time-consuming to defend;
| | - |  | ------------------------------------------



| |  |  | cause us to cease making, licensing, using or selling equipment, services or products that incorporate the challenged intellectual property;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | equire us to redesign our equipment, services or products, if feasible;
| | - |  | -----------------------------------------------------------------------



| |  |  | divert managements attention and resources; and
| | - |  | ------------------------------------------------



| |  |  | require us to enter into royalty or licensing agreements in order to obtain the right to use necessary intellectual property.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us
or one of our licensees in connection with a third partys use of our technology could result in our being required to pay significant damages, enter into costly license or royalty agreements or stop the sale of certain products, any of which
could have a negative impact on our operating profits and harm our future prospects.

If our products infringe on the intellectual property rights of
others, we may be required to indemnify our customers for any damages they suffer.

We generally indemnify our customers with respect to
infringement by our products of the proprietary rights of third parties. Third parties may assert infringement claims against our customers. These claims may require us to initiate or defend protracted and costly litigation on behalf of our
customers, regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of our customers or may be



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required to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be
forced to stop using our products.

Our ability to use existing net operating losses to offset future taxable income may be subject to certain
limitations.

As of December 31, 2006, our consolidated group had net operating loss carryforwards, or NOLs, for U.S. federal
income tax purposes of approximately $80.7 million. Our consolidated group succeeded to approximately $76.0 million of those NOLs pursuant to a state law merger with Brience, Inc., now known as Syniverse Brience, LLC. The merger was treated as a
tax-free reorganization under the Internal Revenue Code of 1986, as amended (the Code). If the Internal Revenue Service were to successfully challenge the reorganization or otherwise to successfully disallow the use of such NOLs, the
amount of our consolidated groups NOLs would be substantially reduced. All of our consolidated groups NOLs remain subject to examination and adjustment by the Internal Revenue Service.

We do not believe that any of our consolidated groups NOLs are currently subject to any limitation under Section 382 of the Code. However, the
NOLs acquired from Brience are subject to the separate return limitation rules under the consolidated return regulations. As a result, these NOLs generally can be utilized only to offset income from the consolidated group of corporations or their
successors that generated such losses. In addition, under Section 382 of the Code, a corporation that undergoes an ownership change generally may utilize its pre-change NOLs only to the extent of an annual amount determined by
multiplying the applicable long-term tax exempt rate by the equity value of such corporation. A corporation generally undergoes an ownership change if the percentage of stock of the corporation owned by one or more 5% stockholders has increased by
more than 50 percentage points over a three-year period. Based on our analysis, management does not believe that we have experienced an ownership change within the meaning of Section 382 of the Code for the three year period ending
December 31, 2006.

It is impossible for us to ensure that an ownership change will not occur in the future as changes in Syniverse
Holdings Inc.s stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. For example, the sale by one or more 5% stockholders of Syniverse Holdings, Inc.s common
stock and changes in the beneficial ownership of such stock could result in an ownership change under Section 382 of the Code. Similarly, the exercise of outstanding employee stock options would count for purposes of determining whether
Syniverse Holdings, Inc., or the corporate successor to Brience had an ownership change.

If Syniverse Holdings, Inc. or the corporate
successor to Brience undergoes an ownership change, our consolidated groups ability to utilize NOLs could be limited by Section 382 of the Code. The extent to which our use of our consolidated groups NOLs would be limited depends on
a number of legal and factual determinations, some of which may be subject to varying interpretations, including the date on which an ownership change occurs, the long-term tax exempt rate, whether the equity value of the entire company or only one
or more of its subsidiaries would be used in the application of the Section 382 limitation and the equity value of the company or such subsidiaries, as applicable.

Our historical financial information may have limited relevance.

The historical financial
information for periods ending prior to February 14, 2002 may not reflect what our results of operations, financial position and cash flows would have been had we been a separate, stand-alone entity during the periods presented or what our
results of operations, financial position and cash flows will be in the future. This is because:



| |  |  | we have made certain adjustments and allocations in our financial statements because Verizon did not account for us as, and we were not operated as, a single
stand-alone business, for any of the periods presented; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the information does not reflect many significant changes that have occurred as a result of our separation from Verizon.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

In addition, our results include historical financial results for certain periods of Brience, Inc., which we acquired on July 23, 2003. The
transaction has been accounted for as a combination of entities under common control, similar to a pooling of interests, from February 14, 2002, the date when funds associated with GTCR had common control of both entities. Prior to the
acquisition, Brience had significant losses, which have been pooled into our results and may not be relevant due to the differences between Briences management team and business strategy and ours.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None



|ITEM 2. | PROPERTIES
|------- | ----------

In December 2005, we began the process
of transitioning our headquarters and administration offices from 188,882 square feet of leased office space in Tampa, Florida to a 199,000 square foot corporate headquarters facility located in Tampa, Florida and completed the transition in April
2006. The lease term for the new headquarters facility is eleven years and commenced on November 1, 2005, but with lease payments not beginning until one year following the commencement date. At our option, we have the right to renew the lease
for two additional periods of five years each. Our lease for the premises we vacated expired on October 31, 2006.

In connection with
this lease, we incurred incremental operating expenses related solely to this move of $9.0 million and capital costs related solely to the facility build-out of approximately $14.0 million. We incurred these moving-related costs and expenses,
which include duplicative lease expense during the transition period and facility build-out costs, during 2005 and 2006. During December 31, 2006, we had incurred and capitalized approximately $3.8 million of costs and had expensed
approximately $5.3 million.

We also lease 14,834 square feet in Oklahoma City, Oklahoma for administrative offices and customer
operations. The lease was terminated effective March 2007. In addition, we lease several offices for our Asia Pacific operations including 8,812 square feet in Hong Kong, 4,384 square feet in Singapore and 3,882 in Malaysia. We lease 3,325 square
feet in London, England for technology development and several other small immaterial facilities for office space and network equipment storage.

We consider our properties to be in good condition generally and believe that our facilities are adequate to meet our anticipated requirements.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

We are currently a party to
various claims and legal actions that arise in the ordinary course of business. We believe such claims and legal actions, individually and in the aggregate, will not have a material adverse effect on our business, financial condition or results of
operations. As of December 31, 2006, we have considered all of the claims and disputes of which we are aware and have provided for probable losses as part of the allowance for doubtful accounts, allowance for credit memos or accrued
liabilities.

The most significant of these claims, in terms of dollars sought, are described below:

SBC Communications, Inc., d/b/a SBC Ameritech, SBC Southwestern Bell and SBC Pacific Bell (collectively, SBC), have asserted claims against us in the
total principal sum of $7.3 million, based on alleged overcharging for services we provided. We deny the claims, believe they are unfounded and on April 15, 2003 filed a complaint in Hillsborough County, Florida against SBC Southwestern Bell
and SBC Pacific Bell seeking a Declaratory Judgment denying their claims and seeking $1.4 million, which they have refused to pay.



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On June 28, 2004, SBC Ameritech filed a Demand for Arbitration in Chicago seeking $2.1 million of
the $7.3 million it claims it was over-billed by Syniverse. On July 19, 2004 we filed a motion to dismiss/abate the Demand based on SBC Ameritechs failure to engage in mediation prior to arbitration, as required by the contract under
which it alleges it was over-billed. The motion was denied on December 14, 2004. On May 4, 2006, an Arbitrator issued a written decision denying SBC Ameritechs $2.1 million claim and ordering it to pay us $0.1 million. On
August 23, 2006, all claims between SBC and Syniverse relating to this matter were settled resulting in a $1.4 million charge to our statements of operations during the third quarter of 2006.

On April 21, 2005, we filed a complaint against BellSouth Telecommunications, Inc. in the Federal District Court in Tampa, Florida seeking judgment
for unpaid charges of approximately $3.3 million related to calling name database services provided during March 2004 to July 2004 for which BellSouth has refused payment. On December 18, 2006, all claims between Syniverse and BellSouth were
settled resulting in a full and final resolution of this matter.

On August 9, 2005, we filed a complaint seeking injunctive relief
and damages in Hillsborough County, Florida against Electronic Data Systems Corporation (EDS) and EDS Information Services LLC alleging a breach of contract, tortious interference with prospective business relations and unfair
competition. This complaint was based on our discovery in the second quarter of 2005 that EDS was offering to provide clearing services to one of our customers when the customers contract with Syniverse expires in 2006. We believe this offer
to provide clearing services to that customer constitutes a breach of certain non-compete obligations of EDS contained in the asset purchase agreement between EDS and us.

On August 11, 2005, the Circuit Court of the 13thJudicial Circuit for the State of Florida granted our motion for a temporary injunction and enjoined the EDS defendants from selling the assets of their
European subsidiaries unless the prospective purchaser assumed the non-compete obligations of EDS. The injunction is conditioned upon Syniverse providing a $1.0 million surety bond, which we have now paid. We intend to continue to pursue this matter
vigorously.

On April 13, 2006, we were served with a Petition for Declaratory Judgment filed by Billing Concepts, Inc. d/b/a BSG
Clearing Solutions (BCI) in Texas State Court asking the court to find, in pertinent part, that BCIs offering of services competitive to Syniverse in the United States and North America is not subject to the restrictions imposed on
BSG-Germany. Syniverse contests the petition and filed an appropriate response in accordance with local court rules.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No matter was submitted to a vote of security holders during the fourth quarter of calendar year 2006.



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PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Syniverse Holdings, Inc.

Our common stock is listed on the New York Stock Exchange under the symbol SVR. Public
trading of our common stock commenced on February 10, 2005. Prior to that date, there was no public trading market for our common stock.

Our Chief Executive Officer, Tony G. Holcombe, certifies that the previous year's Annual Written Affirmation certification was submitted to the NYSE without qualifications.

The following table sets forth the high and low sales closing prices per share for our common stock as reported on the New York Stock Exchange for the
years ended December 31, 2006 and 2005:



|                                     |  |      |       |     |   |      
|------------------------------------ |  | ---- | ----- | --- | - | -----
|2006                                 |  | High |       | Low
|First quarter                        |  | $    | 24.01 |     | $ | 13.90
|Second quarter                       |  | $    | 17.99 |     | $ | 14.11
|Third quarter                        |  | $    | 16.75 |     | $ | 12.28
|Fourth quarter                       |  | $    | 15.68 |     | $ | 13.11
|                                     |  |     
|2005                                 |  |      |       |    
|First quarter (February 15March 31) |  | $    | 16.00 |     | $ | 13.80
|Second quarter                       |  | $    | 14.45 |     | $ | 10.82
|Third quarter                        |  | $    | 16.52 |     | $ | 13.00
|Fourth quarter                       |  | $    | 21.25 |     | $ | 14.99

On March 7, 2007, the last reported sale price of our common stock on The New York Stock Exchange
was $10.40 per share. As of March 2, 2007 there were approximately 4,553 holders of record of our common stock.

We have not paid any
dividends on our common stock during the past fiscal year and do not intend to pay dividends on our common stock in the foreseeable future. In addition, our indenture and new senior credit facility include restrictions on our ability to pay cash
dividends on our common stock.

In connection with our initial public offering, Syniverse Holdings, LLC was dissolved following the
distribution to its members of the outstanding class A cumulative redeemable preferred stock and common stock of Syniverse Holdings, Inc. Concurrent with our initial public offering, we amended and restated the senior management agreements of
Messrs. Lawless, Wilcock, OBrien, Nelson, Garcia, Mosher, Bergen, Henegouwen, and Corrao in addition to other senior management agreements of senior officers who have since resigned, including Ms. Hermansen, and Messrs. Evans, Kremian and
Drexler, pursuant to which they acquired as part of the pro rata distribution of the outstanding capital stock of Syniverse Holdings, Inc. to the members of Syniverse Holdings, LLC an aggregate of 1,938.5 shares of class A cumulative redeemable
convertible preferred stock and 5,221,972 shares of common stock. See Certain Relationships and Related TransactionsSenior Management Agreements incorporated by reference to our proxy statement.

See Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, incorporated by reference to
our proxy statement, for information regarding shares of common stock authorized for issuance under our equity compensation plans.



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Syniverse Technologies, Inc.

There is currently no established public trading market for the common stock, no par value, of Syniverse Technologies, Inc., a company which is wholly owned by Syniverse Holdings, Inc.

Syniverse Technologies, Inc. has not paid any dividends on its common stock during the past fiscal year and does not intend to pay dividends on its
common stock in the foreseeable future. In addition, our indenture and new senior credit facility include restrictions on its ability to pay cash dividends on its common stock.

Syniverse Technologies, Inc. does not have any shares of common stock authorized for issuance under any equity compensation plans.

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

The following stock performance graph and accompanying table compare the shareholders cumulative return on the common stock from February 10, 2005 to December 31, 2006 with the cumulative total return of the Russell 2000
Index and the Dow Jones U.S. Mobile Telecommunications Index over the same period. The comparative data assumes that $100.00 was invested on the date of our initial public offering, February 10, 2005, in the common stock and in each of the
indices referred to above and that any dividends were reinvested. The stock price performance shown in the table set forth below is not necessarily indicative of future stock price performance.

LOGO



|                                               |  |                  |  |                  |  |                 
|---------------------------------------------- |  | ---------------- |  | ---------------- |  | ----------------
|                                               |  | February 10,2005 |  | December 30,2005 |  | December 31,2006
|Syniverse                                      |  | 100.00           |  | 130.63           |  | 93.69           
|Russell 2000                                   |  | 100.00           |  | 107.59           |  | 125.88          
|Dow Jones U.S. Mobile Telecommunications Index |  | 100.00           |  | 110.32           |  | 113.59          



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|ITEM 6. | SELECTED HISTORICAL FINANCIAL DATA
|------- | ----------------------------------

The following
table sets forth certain of our historical financial data for the most recent five years. We have derived the selected historical consolidated financial data as of December 31, 2005 and 2006 and for the years ended December 31, 2004, 2005
and 2006 from our audited financial statements and the related notes included elsewhere herein. The selected historical consolidated financial data as of December 31, 2002, 2003 and 2004 and for the period from January 1, 2002 to
February 13, 2002 and the period from February 14, 2002 to December 31, 2002 and for the year ended December 31, 2003 have been derived from our audited consolidated financial statements, which are not included in this filing.
The selected historical financial data as of February 13, 2002 was derived from an unaudited balance sheet as of that date not included in this filing. The selected historical financial data set forth below is not necessarily indicative of the
results of our future operations and should be read in conjunction with the discussion under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations, and the historical consolidated
financial statements and accompanying notes included elsewhere herein.

As a result of applying the required purchase accounting rules to
our acquisition from Verizon on February 14, 2002, our financial statements were significantly affected. The application of purchase accounting rules result in different accounting bases and hence the financial information for the periods
beginning on February 14, 2002 are not comparable to the information prior to this date.

The term successor refers to
Syniverse Holdings, Inc. following our acquisition from Verizon on February 14, 2002. The historical financial results of Brience from February 14, 2002, which is the date that GTCR Fund VII, L.P. and its affiliates possessed common
control of us and Brience, through July 23, 2003, which is the date that we merged with Brience, are included in the financial results of the successor because this acquisition is accounted for as a combination of entities under common control,
similar to a pooling of interests. The portion of historical results attributed to the common stock ownership of Syniverse Networks, Inc., which Syniverse Holdings, LLC owned between February 14, 2002 and January 17, 2005 when Syniverse
Holdings, LLC contributed these shares of Syniverse Networks, Inc. to Syniverse Holdings, Inc., have been included in the financial results of the successor because this acquisition is also accounted for as a combination of entities under common
control, similar to a pooling of interests.



30



---

##### Table of Contents

The term predecessor refers to Syniverse Technologies, Inc. prior to being acquired by
Syniverse Holdings, Inc. on February 14, 2002.



|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------- |  | ------------------------------------------ | ------- | ---- | -------------------------------------------- | - | ------- | ----------------------- |  | ---- | ------- | - | ---- | - | -------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                           |  | Predecessor                                |         |      | Successor                                    |  
|                                                                           |  | Period from January 1 to February 13, 2002 |         |      | Period from February 14 to December 31, 2002 |   |         | Year Ended December 31, | 
|                                                                           |  |                                            |         | 2003 |                                              |   | 2004    |                         |  | 2005 |         |   | 2006 |  
|                                                                           |  | (dollars in thousands)                     |        
|Statement of Operations Data:                                              |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Revenues                                                                   |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Technology Interoperability                                                |  | $                                          | 8,464   |      |                                              | $ | 70,215  |                         |  | $    | 66,536  |   |      | $ | 81,077   |   |  | $ | 108,429 |   |  | $ | 138,655 |  
|Network Services                                                           |  |                                            | 14,103  |      |                                              |   | 99,647  |                         |  |      | 111,845 |   |      |   | 130,408  |   |  |   | 132,120 |   |  |   | 124,832 |  
|Number Portability Services                                                |  |                                            |        |      |                                              |   | 860     |                         |  |      | 5,469   |   |      |   | 48,478   |   |  |   | 50,836  |   |  |   | 28,766  |  
|Call Processing Services                                                   |  |                                            | 6,429   |      |                                              |   | 46,336  |                         |  |      | 42,764  |   |      |   | 34,569   |   |  |   | 28,619  |   |  |   | 29,315  |  
|Enterprise Solution Services                                               |  |                                            | 2,412   |      |                                              |   | 17,869  |                         |  |      | 15,265  |   |      |   | 14,122   |   |  |   | 11,026  |   |  |   | 7,289   |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Revenues Excluding Off-Network                                             |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Database Query Fees                                                        |  |                                            | 31,408  |      |                                              |   | 234,927 |                         |  |      | 241,879 |   |      |   | 308,654  |   |  |   | 331,030 |   |  |   | 328,857 |  
|Off-Network Database Query Fees                                            |  |                                            | 8,588   |      |                                              |   | 61,117  |                         |  |      | 29,529  |   |      |   | 23,749   |   |  |   | 10,761  |   |  |   | 8,162   |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Total Revenues                                                             |  |                                            | 39,996  |      |                                              |   | 296,044 |                         |  |      | 271,408 |   |      |   | 332,403  |   |  |   | 341,791 |   |  |   | 337,019 |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Costs and expenses:                                                        |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Cost of operations                                                         |  |                                            | 20,655  |      |                                              |   | 130,364 |                         |  |      | 109,744 |   |      |   | 138,484  |   |  |   | 129,190 |   |  |   | 134,641 |  
|Sales and marketing                                                        |  |                                            | 2,614   |      |                                              |   | 22,706  |                         |  |      | 18,631  |   |      |   | 20,244   |   |  |   | 23,344  |   |  |   | 25,446  |  
|General and administrative                                                 |  |                                            | 4,341   |      |                                              |   | 41,937  |                         |  |      | 40,347  |   |      |   | 41,774   |   |  |   | 49,396  |   |  |   | 58,508  |  
|Depreciation and amortization (1)                                          |  |                                            | 1,464   |      |                                              |   | 33,285  |                         |  |      | 37,319  |   |      |   | 41,972   |   |  |   | 46,815  |   |  |   | 41,172  |  
|Restructuring (2)                                                          |  |                                            |        |      |                                              |   | 2,845   |                         |  |      | 2,164   |   |      |   | 289      |   |  |   | 143     |   |  |   | 1,006   |  
|Impairment losses on intangible assets (3)                                 |  |                                            |        |      |                                              |   |        |                         |  |      | 53,712  |   |      |   | 14,056   |   |  |   |        |   |  |   |        |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|                                                                           |  |                                            | 29,074  |      |                                              |   | 231,137 |                         |  |      | 261,917 |   |      |   | 256,819  |   |  |   | 248,888 |   |  |   | 260,773 |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Operating income                                                           |  |                                            | 10,922  |      |                                              |   | 64,907  |                         |  |      | 9,491   |   |      |   | 75,584   |   |  |   | 92,903  |   |  |   | 76,246  |  
|Other income (expense), net:                                               |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Interest income                                                            |  |                                            | 432     |      |                                              |   | 965     |                         |  |      | 768     |   |      |   | 1,148    |   |  |   | 1,957   |   |  |   | 1,824   |  
|Interest expense                                                           |  |                                            |        |      |                                              |   | (54,105 | )                       |  |      | (58,128 | ) |      |   | (52,928  | ) |  |   | (34,647 | ) |  |   | (27,328 | )
|Loss on extinguishment of debt                                             |  |                                            |        |      |                                              |   |        |                         |  |      |        |   |      |   |         |   |  |   | (42,804 | ) |  |   | (924    | )
|Other income (expense), net                                                |  |                                            | (19     | )    |                                              |   | (275    | )                       |  |      |        |   |      |   | (12      | ) |  |   | 1,436   |   |  |   | 332     |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|                                                                           |  |                                            | 413     |      |                                              |   | (53,415 | )                       |  |      | (57,360 | ) |      |   | (51,792  | ) |  |   | (74,058 | ) |  |   | (26,096 | )
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Income (loss) from continuing operations before provision for income taxes |  |                                            | 11,335  |      |                                              |   | 11,492  |                         |  |      | (47,869 | ) |      |   | 23,792   |   |  |   | 18,845  |   |  |   | 50,150  |  
|Provision for (benefit from) income taxes                                  |  |                                            | 4,418   |      |                                              |   | 9,320   |                         |  |      | 10,057  |   |      |   | 8,729    |   |  |   | 9,041   |   |  |   | (39,574 | )
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Income (loss) from continuing operations                                   |  |                                            | 6,917   |      |                                              |   | 2,172   |                         |  |      | (57,926 | ) |      |   | 15,063   |   |  |   | 9,804   |   |  |   | 89,724  |  
|Discontinued operations:                                                   |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Loss from discontinued operations                                          |  |                                            |        |      |                                              |   | (1,541  | )                       |  |      |        |   |      |   |         |   |  |   |        |   |  |   |        |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Net income (loss)                                                          |  |                                            | 6,917   |      |                                              |   | 631     |                         |  |      | (57,926 | ) |      |   | 15,063   |   |  |   | 9,804   |   |  |   | 89,724  |  
|Preferred stock dividends                                                  |  |                                            |        |      |                                              |   | (33,340 | )                       |  |      | (30,230 | ) |      |   | (31,564  | ) |  |   | (4,195  | ) |  |   |        |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Net income (loss) attributable to common stockholders                      |  | $                                          | 6,917   |      |                                              | $ | (32,709 | )                       |  | $    | (88,156 | ) |      | $ | (16,501  | ) |  | $ | 5,609   |   |  | $ | 89,724  |  
|                                                                           |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Net income (loss) per common share:                                        |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Basic                                                                      |  | $                                          |        |      |                                              | $ | (0.82   | )                       |  | $    | (2.21   | ) |      | $ | (0.41    | ) |  | $ | 0.09    |   |  | $ | 1.34    |  
|Diluted                                                                    |  | $                                          |        |      |                                              | $ | (0.82   | )                       |  | $    | (2.21   | ) |      | $ | (0.41    | ) |  | $ | 0.09    |   |  | $ | 1.33    |  
|Weighted average common shares outstanding:                                |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Basic                                                                      |  |                                            |        |      |                                              |   | 39,838  |                         |  |      | 39,838  |   |      |   | 39,838   |   |  |   | 61,973  |   |  |   | 66,943  |  
|Diluted                                                                    |  |                                            |        |      |                                              |   | 39,838  |                         |  |      | 39,838  |   |      |   | 39,838   |   |  |   | 62,978  |   |  |   | 67,298  |  
|Other Financial Data:                                                      |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|EBITDA (4)                                                                 |  | $                                          | 12,367  |      |                                              | $ | 96,376  |                         |  | $    | 46,810  |   |      | $ | 117,544  |   |  | $ | 98,350  |   |  | $ | 116,826 |  
|Net cash provided by (used in):                                            |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Operating activities                                                       |  |                                            | 1,185   |      |                                              |   | 59,756  |                         |  |      | 48,422  |   |      |   | 85,696   |   |  |   | 110,577 |   |  |   | 97,811  |  
|Investing activities                                                       |  |                                            | 34,781  |      |                                              |   | (12,278 | )                       |  |      | (18,883 | ) |      |   | (78,663  | ) |  |   | (32,555 | ) |  |   | (63,683 | )
|Financing activities                                                       |  |                                            | (11,250 | )    |                                              |   | (44,187 | )                       |  |      | (63,430 | ) |      |   | 2,697    |   |  |   | (46,603 | ) |  |   | (57,052 | )
|Capital expenditures                                                       |  |                                            | (606    | )    |                                              |   | (12,278 | )                       |  |      | (18,280 | ) |      |   | (22,184  | ) |  |   | (34,001 | ) |  |   | (19,921 | )
|                                                                           |  |                                            |         |      |                                              |  
|Balance Sheet Data (at end of period):                                     |  |                                            |         |      |                                              |   |         |                         |  |      |         |   |      |   |          |   |  |   |         |   |  |   |         |  
|Cash and cash equivalents                                                  |  | $                                          | 25,000  |      |                                              | $ | 42,190  |                         |  | $    | 8,299   |   |      | $ | 17,919   |   |  | $ | 49,294  |   |  | $ | 26,704  |  
|Property and equipment, net                                                |  |                                            | 23,306  |      |                                              |   | 33,728  |                         |  |      | 33,548  |   |      |   | 35,703   |   |  |   | 43,426  |   |  |   | 42,880  |  
|Total assets                                                               |  |                                            | 159,457 |      |                                              |   | 833,068 |                         |  |      | 730,271 |   |      |   | 777,193  |   |  |   | 771,358 |   |  |   | 784,147 |  
|Total debt, net of discount, and redeemable preferred stock                |  |                                            |        |      |                                              |   | 856,973 |                         |  |      | 753,425 |   |      |   | 793,062  |   |  |   | 367,794 |   |  |   | 311,561 |  
|Total stockholders equity (deficit)                                       |  |                                            | 133,510 |      |                                              |   | (81,453 | )                       |  |      | (90,317 | ) |      |   | (106,860 | ) |  |   | 322,639 |   |  |   | 414,794 |  

---

|(1) | Depreciation and amortization amounts exclude accretion of debt discount and amortization of deferred finance costs, which are both included in interest expense in
the statement of operations data. Depreciation and amortization amounts after February 14, 2002 are not
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



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| | comparable to the periods prior to that date because the successor companys assets were revalued as a result of the purchase accounting treatment of
the acquisition.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Restructuring expense is comprised of severance benefits associated with our cost rationalization initiatives, which were implemented in August 2002, February 2003, July
2003, April 2004, September 2005, February 2006 and August 2006. Our restructuring in July 2003 was related to the acquisitions of Brience. This excludes amounts related to acquisitions where restructuring costs were accrued as a part
of purchase accounting. Our restructurings in April 2004 and September 2005 were related to our acquisition of Syniverse Holdings Limited (formerly Softwright Holdings, Ltd). Our restructuring in February 2006 was related to a restructuring plan in
our marketing group and our restructuring in August 2006 was related to a restructuring plan affecting our operations and marketing groups.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Impairment losses on intangible assets in 2003 relate primarily to the trademark value associated with our previous corporate name of $51.0 million and to certain capitalized
software costs of $2.7 million which will no longer be recoverable due to our phase-outs of other service offerings. In 2004, $9.0 million of these losses relate to capitalized software costs associated with our phase out of certain service
offerings and reduced valuation of certain call processing services and $5.1 million relates to customer base intangible assets resulting from a technology interoperability customer notifying us that it does not intend to renew its contract for
these services.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | EBITDA is determined by adding net interest expense, income taxes, depreciation and amortization to net income (loss). We present EBITDA because we believe that EBITDA provides
useful information regarding our operating results. We rely on EBITDA as a primary measure to review and assess the operating performance of our company and our management team in connection with our executive compensation and bonus plans. We also
use EBITDA to compare our current operating results with corresponding periods and with the operating results of other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same
basis as that used by our management. We also believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly
affect our operating performance. In addition, we also utilize EBITDA as a measure of our liquidity and our ability to meet our debt service obligations and satisfy our debt covenants, which are partially based on EBITDA.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for net income, cash flows from operating
activities and other consolidated income or cash flows statement data prepared in accordance with accounting principles generally accepted in the United States. Some of these limitations are:



| |  |  | EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA
does not reflect any cash requirements for such replacements;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA does not reflect income taxes or the cash requirements for any tax payments; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Other companies in our industry may calculate EBITDA differently than we do, thereby limiting its usefulness as a comparative measure.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

Because of these limitations, EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business
or as a measure of performance in compliance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See our consolidated statements of operations and our consolidated statements
of cash flows included in our financial statements included elsewhere in this annual report.

The following table reconciles net income
(loss) to EBITDA for the periods presented. We have also provided supplemental information regarding items associated with our restructuring expense and intangible asset impairments.



|                                            |  |                                            |        |   |                                              |      |                         |      |   |         |      |  |   |         |  |   |         |   |  |   |         |  
|------------------------------------------- |  | ------------------------------------------ | ------ | - | -------------------------------------------- | ---- | ----------------------- | ---- | - | ------- | ---- |  | - | ------- |  | - | ------- | - |  | - | ------- | -
|                                            |  | Predecessor                                |        |   | Successor                                    |     
|                                            |  | Period from January 1 to February 13, 2002 |        |   | Period from February 14 to December 31, 2002 |      | Year Ended December 31, |     
|                                            |  |                                            | 2003   |   |                                              | 2004 |                         | 2005 |   |         | 2006 | 
|                                            |  | (dollars in thousands)                     |       
|Reconciliation of EBITDA to                 |  |                                            |        |   |                                              |      |                         |      |   |         |      |  |   |         |  |   |         |   |  |   |         |  
|Net Income (Loss):                          |  |                                            |        |   |                                              |      |                         |      |   |         |      |  |   |         |  |   |         |   |  |   |         |  
|Net income (loss) as reported               |  | $                                          | 6,917  |   |                                              | $    | 631                     |      | $ | (57,926 | )    |  | $ | 15,063  |  | $ | 9,804   |   |  | $ | 89,724  |  
|Interest expense, net                       |  |                                            | (432   | ) |                                              |      | 53,140                  |      |   | 57,360  |      |  |   | 51,780  |  |   | 32,690  |   |  |   | 25,504  |  
|Depreciation and amortization               |  |                                            | 1,464  |   |                                              |      | 33,285                  |      |   | 37,319  |      |  |   | 41,972  |  |   | 46,815  |   |  |   | 41,172  |  
|Provision for (benefit from) income taxes   |  |                                            | 4,418  |   |                                              |      | 9,320                   |      |   | 10,057  |      |  |   | 8,729   |  |   | 9,041   |   |  |   | (39,574 | )
|                                            |  |                                            |        |   |                                              |      |                         |      |   |         |      |  |   |         |  |   |         |   |  |   |         |  
|EBITDA                                      |  | $                                          | 12,367 |   |                                              | $    | 96,376                  |      | $ | 46,810  |      |  | $ | 117,544 |  | $ | 98,350  |   |  | $ | 116,826 |  
|                                            |  |                                            |        |   |                                              |      |                         |      |   |         |      |  |   |         |  |   |         |   |  |   |         |  
|Supplemental information:                   |  |                                            |        |   |                                              |      |                         |      |   |         |      |  |   |         |  |   |         |   |  |   |         |  
|Restructuring expense (i)                   |  | $                                          |       |   |                                              | $    | 2,845                   |      | $ | 2,164   |      |  | $ | 289     |  | $ | 143     |   |  | $ | 1,006   |  
|Impairment losses on intangible assets (ii) |  |                                            |       |   |                                              |      |                        |      |   | 53,712  |      |  |   | 14,056  |  |   |        |   |  |   |        |  
|Loss on extinguishment of debt (iii)        |  |                                            |       |   |                                              |      |                        |      |   |        |      |  |   |        |  |   | (42,804 | ) |  |   | (924    | )
|Facility move (iv)                          |  |                                            |       |   |                                              |      |                        |      |   |        |      |  |   |        |  |   | 2,671   |   |  |   | 5,298   |  
|Loss on disposal of assets (v)              |  |                                            |       |   |                                              |      |                        |      |   |        |      |  |   |        |  |   | 612     |   |  |   |        |  



32



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---

|(i) | Restructuring expense is comprised primarily of severance benefits associated with our cost rationalization initiatives, which were implemented in August 2002, February
2003, July 2003, April 2004, September 2005, February 2006 and August 2006. The restructurings occurring between February 2003 and September 2005 were related to two acquisitions. This excludes amounts related to acquisitions
where restructuring costs were accrued as a part of purchase accounting. The restructurings for 2006 were related to internal reorganizations.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | Impairment losses on intangible assets in 2003 relate primarily to the trademark value associated with our previous corporate name of $51.0 million and to certain capitalized
software costs of $2.7 million, which will no longer be recoverable due to our phase-outs of certain service offerings. In 2004, $9.0 million of these losses relate to capitalized software costs associated with our phase out of other service
offerings and reduced valuation of certain call processing services and $5.1 million relates to customer base intangible assets resulting from a technology interoperability customer recently notifying us that it does not intend to renew its contract
for these services.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | Loss on extinguishment of debt relates to the early extinguishment of debt related to our previous senior credit
facility, repaid in February 2005 and the February 2005 and August 2005 tender for our 12 3/4% senior subordinated notes due 2009. In February 2005, we recognized a loss of $23.8 million on the early extinguishment of debt related to our previous
senior credit facility and the tender of 35% of our 12 3/4% senior subordinated notes. The loss includes a non-cash write-off of $6.0 million of unamortized deferred financing costs and $5.4 million of unamortized debt discount relating to the
previous senior credit facility and the tendered portion of the 123/4% senior subordinated notes, as well as a
$12.4 million cash charge related to the prepayment premium on the tendered portion of the senior subordinated notes. In August 2005, we recognized $19.0 million on the early extinguishment of debt related to the tender of $144.8 million of our
12 3/4% senior subordinated notes. The loss includes a non-cash write-off of $2.6 million of unamortized deferred financing costs and $1.6 million of unamortized debt discount, as well as a $14.3 million cash charge related to the prepayment premium
and $0.5 million of other costs. In February 2006, we redeemed all outstanding 12 3/4% senior subordinated notes due 2009 resulting in a prepayment premium of $0.9 million.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | Facilities move expenses consist of expenses incurred related to our headquarters relocation, which commenced in the fourth quarter of 2005.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------

|(v) | Loss on disposal of assets relates to the retirement of computer equipment related to our call processing services.
|--- | -------------------------------------------------------------------------------------------------------------------

The following table reconciles cash flows from operations to EBITDA for the periods presented.



|                                                        |  |                                            |        |   |                                              |      |        |                         |      |   |         |      |  |   |         |   |  |   |         |   |  |   |         |  
|------------------------------------------------------- |  | ------------------------------------------ | ------ | - | -------------------------------------------- | ---- | ------ | ----------------------- | ---- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                        |  | Predecessor                                |        |   | Successor                                    |     
|                                                        |  | Period from January 1 to February 13, 2002 |        |   | Period from February 14 to December 31, 2002 |      |        | Year Ended December 31, |     
|                                                        |  |                                            | 2003   |   |                                              | 2004 |        |                         | 2005 |   |         | 2006 | 
|                                                        |  | (dollars in thousands)                     |       
|Reconciliation of Cash Flows from Operations to EBITDA: |  |                                            |        |   |                                              |      |        |                         |      |   |         |      |  |   |         |   |  |   |         |   |  |   |         |  
|Net cash provided by operating activities               |  | $                                          | 1,185  |   |                                              | $    | 59,756 |                         |      | $ | 48,422  |      |  | $ | 85,696  |   |  | $ | 110,577 |   |  | $ | 97,811  |  
|Net interest paid (collected)                           |  |                                            | 315    |   |                                              |      | 30,187 |                         |      |   | 46,152  |      |  |   | 44,296  |   |  |   | 40,695  |   |  |   | 26,455  |  
|Pension and other employee retirement benefits          |  |                                            | (546   | ) |                                              |      |       |                         |      |   |        |      |  |   |        |   |  |   |        |   |  |   |        |  
|Impairment losses on intangible assets                  |  |                                            |       |   |                                              |      |       |                         |      |   | (53,712 | )    |  |   | (14,056 | ) |  |   |        |   |  |   |        |  
|Gain on sale of marketable securities                   |  |                                            |       |   |                                              |      |       |                         |      |   |        |      |  |   |        |   |  |   | 1,446   |   |  |   | 119     |  
|Loss on extinguishment of debt                          |  |                                            |       |   |                                              |      |       |                         |      |   |        |      |  |   |        |   |  |   | (42,804 | ) |  |   | (924    | )
|Other working capital changes                           |  |                                            | 12,753 |   |                                              |      | 15,496 |                         |      |   | 19,522  |      |  |   | 8,615   |   |  |   | (7,796  | ) |  |   | (2,981  | )
|Changes in other non-cash items                         |  |                                            | (1,340 | ) |                                              |      | (9,456 | )                       |      |   | (11,489 | )    |  |   | (9,054  | ) |  |   | (4,774  | ) |  |   | (4,116  | )
|Other assets and liabilities                            |  |                                            |       |   |                                              |      | 393    |                         |      |   | (2,085  | )    |  |   | 2,047   |   |  |   | 1,006   |   |  |   | 462     |  
|                                                        |  |                                            |        |   |                                              |      |        |                         |      |   |         |      |  |   |         |   |  |   |         |   |  |   |         |  
|EBITDA                                                  |  | $                                          | 12,367 |   |                                              | $    | 96,376 |                         |      | $ | 46,810  |      |  | $ | 117,544 |   |  | $ | 98,350  |   |  | $ | 116,826 |  
|                                                        |  |                                            |        |   |                                              |      |        |                         |      |   |         |      |  |   |         |   |  |   |         |   |  |   |         |  



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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

You should read the following discussion and analysis in conjunction with the information set forth under Selected Historical Financial
Data and our consolidated financial statements and the notes to those statements included elsewhere herein. The statements in this discussion regarding our expectations regarding our future performance, liquidity and capital resources and
other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under
Risk Factors and Forward-Looking Statements. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Company History

Our business was founded in 1987 as GTE Telecommunication Services Inc., a unit of
GTE. In early 2000, GTE combined our business with its Intelligent Network Services business to further broaden our network services offering. In June 2000, when GTE and Bell Atlantic merged to form Verizon Communications Inc., we became an
indirect, wholly owned subsidiary of Verizon. In February 2002, we were acquired from Verizon by members of our senior management team and an investor group led by GTCR Golder Rauner, LLC (GTCR).

On February 9, 2005, Syniverse Holdings, LLC (Syniverse LLC) entered into an Amendment No. 1 to Limited Liability Company Agreement and
Dissolution Agreement, dated as of February 9, 2005, with Syniverse Holdings, Inc. (Syniverse Inc.) and certain members of Syniverse LLC (the Dissolution Agreement). The Dissolution Agreement provided, among other things, for (i) the
distribution of the capital stock of Syniverse Inc. to the members of Syniverse LLC, (ii) the termination of certain equity agreements among Syniverse LLC and its members and (iii) the subsequent dissolution of Syniverse LLC.

On February 9, 2005, we merged our subsidiaries, Syniverse Networks and Syniverse Finance, with and into Syniverse Technologies, Inc.
(Syniverse).

On February 10, 2005, we completed an initial public offering of
17,620,000 shares of common stock at a price of $16.00 per common share. The net proceeds of the offering were $261.0 million after deducting underwriting discounts, commissions and expenses, and, along with the $240.0 million received from our new
credit facility, were used primarily to redeem 124,876 shares of our class A cumulative redeemable preferred stock as described below, tender for 35% of our 123/4% senior subordinated notes and repay our previous senior credit facility.

On February 15, 2005, we redeemed 124,876 shares of our class A cumulative redeemable convertible preferred stock including accrued and unpaid
dividends with $176.5 million of proceeds received from our initial public offering completed on February 10, 2005.

On March 28,
2005, we converted the remaining 115,604 shares of our class A cumulative redeemable convertible preferred stock including accrued and unpaid dividends at a liquidation value of $163.4 million into 10,209,598 shares of our class A common stock.

Acquisitions

On September 30,
2004, we acquired the wireless clearinghouse business of IOS North America from EDS. We paid $53.7 million on the date of the acquisition and an additional $1.1 million in January 2005 resulting from the settlement of the final working capital
adjustment pursuant to the purchase agreement. We financed the acquisition through increased borrowings under our previous senior credit facility and available cash. The primary services of IOS North America include wireless voice and data
clearinghouse services. These post-acquisition revenues are reported in Technology Interoperability Services.



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On June 16, 2006, we acquired the capital stock of Perfect Profits International (PPIL), which
comprises the Interactive Technologies Holdings Limited business (ITHL), from Interactive Technologies Holdings Limited for $45.0 million, in cash including preliminary working capital adjustments and earn-out to sellers of approximately $6.2
million. In connection with the acquisition, we incurred $1.1 million in acquisition related costs. In addition, the purchase agreement contains certain earn-out provisions, pursuant to which the sellers may receive up to $7.0 million in
additional cash consideration based upon achieving certain levels of revenues and EBITDA. Headquartered in Hong Kong, ITHL is a leading provider of value-added services to carriers in the Asia Pacific region. We believe the acquisition expands our
footprint in the Asia Pacific region and adds a complementary customer base, new products, advanced development capabilities and in-region customer support.

Introduction

We provide an integrated suite of services to wireless telecommunications carriers that meet the evolving
technology requirements of the wireless industry. These services include:



| |  |  | Technology Interoperability Services. We operate the largest wireless clearinghouse in the world that enables the accurate invoicing and settlement of
domestic and international wireless roaming telephone calls and wireless data events. We also provide SMS and MMS routing and translation services between carriers. In addition, we provide mobile data solutions that include interactive video and
mobile broadband solutions, prepaid applications and value-added roaming services through our acquisition of ITHL.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network Services. Through our SS7 network, we connect disparate wireless carrier networks and enable access to intelligent network database services such as
caller ID and provide translation and routing services to support the delivery and establishment of telephone calls.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Number Portability Services. Our number portability services are used by many wireless carriers, including the five largest domestic carriers, to enable
wireless subscribers to switch service providers while keeping the same telephone number.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Call Processing Services. We provide wireless carriers global call handling and fraud management solutions that allow wireless subscribers from one carrier
to make and accept telephone calls while roaming on another carriers network.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enterprise Solutions.Our enterprise wireless data management platform allows carriers to offer large corporate customers reporting and analysis tools to
manage telecom-related expenses.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Off-Network Database Queries. We provide our network customers with access to various third-party intelligent network databases.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------

Revenues

Most of
our revenues are transaction-based and derived from long-term contracts, typically with terms averaging three years in duration. Most of the services and solutions we offer to our customers are based on applications, network connectivity and
technology platforms owned and operated by us. We also generate revenues through the sale of software licenses, hardware and professional services. We generate our revenues through the sale of our technology interoperability services, network
services, number portability services, call processing services and enterprise solutions to telecommunications carriers throughout the world. In order to encourage higher customer transaction volumes, we generally negotiate tiered and flat rate
pricing schedules with our customers based on certain established transaction volume levels. As a result, the average per-transaction fee for many of our products has declined over time as customers have increasingly used our services and
transaction volumes have grown. We expect this trend to continue. Generally, there is also a slight increase in wireless roaming telephone usage and corresponding revenues in the high-travel months of the second and third fiscal quarters.



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Future increases or decreases in revenues are dependent on many factors, such as industry subscriber
growth, with few of these factors known in advance. From time to time, specific events such as customer contract renewals at different terms, a customer contract termination, a customers decision to change technologies or to provide solutions
in-house, will be known to us and then we can estimate their impact on our revenues.

Set forth below is a brief description of our primary
service offerings and associated revenue recognition:



| |  |  | Technology Interoperability Services.We operate the largest wireless clearinghouse in the world that enables the accurate invoicing and settlement of
domestic and international wireless roaming telephone calls and wireless data events. We also provide SMS and MMS routing and translation services between carriers. Wireless carriers send data records to our service platforms for processing,
aggregation, translation and distribution among carriers. We primarily generate revenues by charging per-transaction processing fees based on the number of data/messaging records provided to us by wireless carriers for our wireless roaming
clearinghouse and SMS and MMS routing services. We recognize revenues at the time the transactions are processed. Over time, we expect the average per-transaction fee for certain services to continue to decline as a result of our volume-based and
service bundling pricing strategy for most of our offerings as well as competitive pricing pressure. With our acquisition of ITHL, we provide mobile data solutions that include interactive video and mobile broadband solutions, prepaid applications
and value-added roaming services. Some of these solutions contain multiple product and service elements which may include software and hardware products, as well as installation services, post-contract customer support and training. In those cases,
we recognize revenues in accordance with the American Institute of Certified Public Accountants Statement of Position 97-2 (SOP 97-2), Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue
Recognition With Respect to Certain Transactions.Under SOP 97-2, revenue attributable to an element in a customer arrangement is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or
determinable and collectibility is probable.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network Services.Through our SS7 network, we connect disparate wireless carrier networks and enable access to intelligent network database services such as
caller ID. We also provide translation and routing services to support the delivery and establishment of telephone calls. SS7 is the telecommunications industrys standard network signaling protocol used by substantially all carriers to enable
critical telecommunications functions such as line busy signals, toll-free calling services and caller ID. We primarily generate revenues by charging either per-transaction or fixed processing fees determined by expected customer volumes. In
addition, our customers pay monthly connection fees based on the number of network connections as well as the number of switches with which a customer communicates. The per-transaction fees are based on the number of intelligent network messages and
intelligent network database queries made through our network and are recognized as revenues at the time the transactions are processed. Over time, we expect the average per-transaction fee for certain services will continue to decline as a result
of our volume-based and service bundling pricing strategy and competitive pricing pressures.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Number Portability Services.We provide number portability services to the wireless industry. When wireless subscribers choose to change carriers but keep
their existing telephone number, the former carrier must send the subscribers information to the new carrier. Our services perform the necessary processing between the two carriers to allow the subscribers to change service providers while
keeping their existing telephone number. We primarily generate revenues by charging per-transaction processing fees, monthly fixed fees and fees for customer implementations. We recognize processing revenues at the time the transactions and services
are processed. We recognize monthly fixed fees as revenues on a monthly basis as the services are performed. We defer revenues and incremental customer-specific costs related to customer implementations and recognize these fees and costs on a
straight-line basis over the shorter of the life of the initial customer agreement or the period remaining until the amended contract end date for those contracts terminated early. We expect number portability
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | services revenues to decrease approximately 10.0% in 2007. This decrease is attributable to contract renewals concluded in late 2006 and early 2007, offset
in part by expected revenues from new customers.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Call Processing Services.We provide wireless carriers global call handling and fraud management solutions that allow wireless subscribers from one carrier
to make and accept calls while roaming on another carriers network. We primarily generate revenues by charging per-transaction processing fees based on the number of validation, authorization and other call processing messages generated by
wireless subscribers. We recognize processing fee revenues at the time the transactions are processed. We expect our call processing revenues will continue to decline due to the continued migration of customers off the fraud prevention services that
are near the end of their life cycle.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enterprise Solutions Services.Our enterprise wireless data management platform allows carriers to offer large corporate customers reporting and analysis
tools to manage telecom-related expenses. We primarily generate revenues by charging per-subscriber fees. We recognize these revenues at the time the service is performed. We expect a gradual decline in these revenues as customers migrate off of our
wireless data management platform.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Off-Network Database Queries.Through interconnection with other carrier networks, we have access to other service providers databases that support
caller ID and toll-free routing. If one of our customers uses our network to access another service providers database, we are charged fees for access to that database. We pass these charges onto our customers, with little or no margin, based
upon the charges we receive from these database providers. We recognize revenues at the time the transaction is performed. Over time, these revenues are expected to continue to decline as customers seek direct connections with the database
providers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For more information about how we recognize revenues for each of our service categories, please see the discussion below
under Critical Accounting Policies and Estimates.

Costs and Expenses

Our costs and expenses consist of cost of operations, sales and marketing, general and administrative and depreciation and amortization.



| |  |  | Cost of operations includes data processing costs, network costs, royalty costs, hardware costs, personnel costs associated with service implementation, training
and customer care and off-network database query charges.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sales and marketing includes personnel costs, advertising costs, trade show costs and relationship marketing costs.
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | General and administrative consists primarily of research and development expenses, a portion of the expenses associated with our facilities, internal management
expenses, business development expenses, and expenses for finance, legal, human resources and other administrative departments. In addition, we incur significant service development costs. These costs, which are primarily personnel, relate to
technology creation, enhancement and maintenance of new and existing services. Historically, most of these costs are expensed and recorded as general and administrative expenses. The capitalized portion, which is recorded as capitalized software
costs, relates to costs incurred during the application development stage for the new service offerings and significant service enhancements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Depreciation and amortization relate primarily to our property and equipment including our SS7 network, infrastructure facilities related to information management
and other intangible assets recorded in purchase accounting.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Results of Operations

Comparison of 2006 and 2005

The following table presents an overview of our results of operations for the years
ended December 31, 2006 and 2005:



|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------ | ----- | -- | ---------------------------- | - | ------- | ------------ |  | ----- | -------------- |  | - | -------- | - |  | ------ | --
|                                                        |  | Year Ended December 31, 2005 |         |   | % ofRevenues |       |    | Year Ended December 31, 2006 |   |         | % ofRevenues |  |       | 2006 vs. 2005$ |  |   | $Change% |  
|                                                        |  | (dollars in thousands)       |        
|Revenues:                                               |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Technology Interoperability Services                    |  | $                            | 108,429 |   |              | 31.7  | %  |                              | $ | 138,655 |              |  | 41.1  | %              |  | $ | 30,226   |   |  | 27.9   | % 
|Network Services                                        |  |                              | 132,120 |   |              | 38.7  | %  |                              |   | 124,832 |              |  | 37.0  | %              |  |   | (7,288   | ) |  | (5.5   | )%
|Number Porting Services                                 |  |                              | 50,836  |   |              | 14.9  | %  |                              |   | 28,766  |              |  | 8.5   | %              |  |   | (22,070  | ) |  | (43.4  | )%
|Call Processing Services                                |  |                              | 28,619  |   |              | 8.4   | %  |                              |   | 29,315  |              |  | 8.7   | %              |  |   | 696      |   |  | 2.4    | % 
|Enterprise Solutions                                    |  |                              | 11,026  |   |              | 3.2   | %  |                              |   | 7,289   |              |  | 2.2   | %              |  |   | (3,737   | ) |  | (33.9  | )%
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Revenues excluding Off-Network Data Base                |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Query Fees                                              |  |                              | 331,030 |   |              | 96.9  | %  |                              |   | 328,857 |              |  | 97.6  | %              |  |   | (2,173   | ) |  | (0.7   | )%
|Off-Network Database Query Fees                         |  |                              | 10,761  |   |              | 3.1   | %  |                              |   | 8,162   |              |  | 2.4   | %              |  |   | (2,599   | ) |  | (24.2  | )%
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Total revenues                                          |  |                              | 341,791 |   |              | 100.0 | %  |                              |   | 337,019 |              |  | 100.0 | %              |  |   | (4,772   | ) |  | (1.4   | )%
|Costs and expenses:                                     |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Cost of operations                                      |  |                              | 129,190 |   |              | 37.8  | %  |                              |   | 134,641 |              |  | 40.0  | %              |  |   | 5,451    |   |  | 4.2    | % 
|Sales and marketing                                     |  |                              | 23,344  |   |              | 6.8   | %  |                              |   | 25,446  |              |  | 7.6   | %              |  |   | 2,102    |   |  | 9.0    | % 
|General and administrative                              |  |                              | 49,396  |   |              | 14.5  | %  |                              |   | 58,508  |              |  | 17.4  | %              |  |   | 9,112    |   |  | 18.4   | % 
|Depreciation and amortization                           |  |                              | 46,815  |   |              | 13.7  | %  |                              |   | 41,172  |              |  | 12.2  | %              |  |   | (5,643   | ) |  | (12.1  | )%
|Restructuring                                           |  |                              | 143     |   |              | 0.0   | %  |                              |   | 1,006   |              |  | 0.3   | %              |  |   | 863      |   |  | 603.5  | % 
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|                                                        |  |                              | 248,888 |   |              | 72.8  | %  |                              |   | 260,773 |              |  | 77.4  | %              |  |   | 11,885   |   |  | 4.8    | % 
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Operating income                                        |  |                              | 92,903  |   |              | 27.2  | %  |                              |   | 76,246  |              |  | 22.6  | %              |  |   | (16,657  | ) |  | (17.9  | )%
|Other income (expense), net:                            |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Interest income                                         |  |                              | 1,957   |   |              | 0.6   | %  |                              |   | 1,824   |              |  | 0.5   | %              |  |   | (133     | ) |  | (6.8   | )%
|Interest expense                                        |  |                              | (34,647 | ) |              | (10.2 | )% |                              |   | (27,328 | )            |  | (8.1  | )%             |  |   | 7,319    |   |  | (21.1  | )%
|Loss on extinguishment of debt                          |  |                              | (42,804 | ) |              | (12.5 | )% |                              |   | (924    | )            |  | (0.3  | )%             |  |   | 41,880   |   |  | (97.8  | )%
|Other, net                                              |  |                              | 1,436   |   |              | 0.4   | %  |                              |   | 332     |              |  | 0.1   | %              |  |   | (1,104   | ) |  | (76.9  | )%
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|                                                        |  |                              | (74,058 | ) |              | (21.7 | )% |                              |   | (26,096 | )            |  | (7.7  | )%             |  |   | 47,962   |   |  | (64.8  | )%
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Income before provision for (benefit from) income taxes |  |                              | 18,845  |   |              | 5.5   | %  |                              |   | 50,150  |              |  | 14.9  | %              |  |   | 31,305   |   |  | 166.1  | % 
|Provision for (benefit from) income taxes               |  |                              | 9,041   |   |              | 2.6   | %  |                              |   | (39,574 | )            |  | (11.7 | )%             |  |   | (48,615  | ) |  | (537.7 | )%
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Net income                                              |  |                              | 9,804   |   |              | 2.9   | %  |                              |   | 89,724  |              |  | 26.6  | %              |  |   | 79,920   |   |  | 815.2  | % 
|Preferred stock dividends                               |  |                              | (4,195  | ) |              | (1.2  | )% |                              |   |        |              |  | 0.0   | %              |  |   | 4,195    |   |  | (100.0 | )%
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   
|Net income attributable to common stockholders          |  | $                            | 5,609   |   |              | 1.7   | %  |                              | $ | 89,724  |              |  | 26.6  | %              |  | $ | 84,115   |   |  | 1499.6 | % 
|                                                        |  |                              |         |   |              |       |    |                              |   |         |              |  |       |                |  |   |          |   |  |        |   

Revenues

Total revenues decreased $4.8 million to $337.0 million for the year ended December 31, 2006 from $341.8 million for 2005. Excluding Off-Network Database Query Fees, which decreased $2.6 million for the year
ended December 31, 2006, total revenues decreased $2.2 million for the year ended December 31, 2006. The



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decrease in revenues was primarily due to decreases in our Number Portability Services due to the Sprint migration of the number portability error resolution
services and decreases in Network Services, Enterprise Solutions and Off-Network Database Query Fees, offset in part, by increases in Technology Interoperability Services, which includes the addition of revenues from our acquisition of ITHL, and
Call Processing Services.

Technology Interoperability Services revenues increased $30.2 million to $138.7 million for the year
ended December 31, 2006 from $108.4 million for 2005. The increase in revenues was primarily due to organic volume growth in our wireless clearinghouse services and SMS services, and the addition of revenues from our acquisition of ITHL,
partially offset by a decline in revenues due to a competitive pricing environment and a decline in per-transaction fees pursuant to our volume-based and service bundling pricing strategy for certain services.

During the preparation of our 2006 annual financial statements, we discovered a customer billing error related to one of our services. As a result, we
determined that our revenues were overstated during the period from October 2005 to September 2006 by $2.4 million, of which $0.1 million related to the fourth quarter of 2005. We reviewed the impact of the error on the fourth quarter of 2005 and
through the third quarter of 2006 and concluded that the cumulative impact of the error was not material to the previously reported quarters. As a result, we have recorded the full amount of the error in the fourth quarter of 2006.

Network Services revenues decreased $7.3 million to $124.8 million for the year ended December 31, 2006 from $132.1 million for 2005. The
decrease in revenues was primarily due to the migration off our services platform by some of our customers and price concessions commensurate with our volume-based and service bundling pricing strategy for certain of our services and a competitive
pricing environment. In addition, two of our SS7 customers have substantially completed the process of replacing our SS7 network solution. This replacement has resulted in the reduction of 2006 network services revenues by $6.3 million. We expect
network services revenues to be at least $10.0 million lower in 2007 compared to 2006, given the impact of these two specific customer migrations and a continued competitive pricing environment.

Number Portability Services revenues decreased $22.1 million to $28.8 million for the year ended December 31, 2006 from $50.8 million for
2005. The decrease in revenues was primarily due to lower port center activity related to the Sprint migration. During the fourth quarter of 2004, we received notice from Sprint of its intention to move number portability error resolution services
provided by us to its own internal platforms effective May 24, 2005. We continued to provide limited number portability error resolution services to Sprint until December 31, 2005. In April 2005, we signed a transitional support services
agreement with Sprint to assist in its migration of the number portability error resolution services to its internal platforms. We accelerated the amortization of deferred Sprint implementation fees and the associated deferred Sprint implementation
costs to fully amortize these ratably over the year ended December 31, 2005. We also amortized the transition fee over the 2005 fiscal year. After 2005, we no longer received revenues from Sprint for these services. We expect to continue
providing Sprint with number portability services other than number portability error resolution services. The Sprint migration reduced total 2006 revenues by $19.3 million, excluding the effect of any new or expanded services. We expect number
portability services revenues to decrease approximately 10.0% in 2007. This decrease is attributable to contract renewals concluded in late 2006 and early 2007, offset in part by expected revenue from new customers.

Call Processing Services revenues increased $0.7 million to $29.3 million for the year ended December 31, 2006 from $28.6 million for 2005.
The increase in revenues was attributable to increased international roaming volumes driven by increased demand for our signaling solutions services, offset in part by a reduction of our traditional call processing solution. We expect call
processing services revenues to decrease approximately 10.0% in 2007. This expected decrease is due to the continued migration of customers off the fraud prevention services that are near the end of their service life cycle.

Enterprise Solutions Services revenues decreased $3.7 million to $7.3 million for the year ended December 31, 2006 from $11.0 million for
2005. The decrease in revenues was primarily due to a lower number



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of subscribers on our enterprise wireless data management platform. We expect a revenue decline of approximately the same amount in 2007.

Off-Network Database Queries revenues decreased $2.6 million to $8.2 million for the year ended December 31, 2006 from $10.8 million for
2005. The decrease in revenues was primarily driven by customers moving to direct access and billing arrangements with third-party intelligent network database providers. We pass these off-network database query fees onto our customers, with little
or no margin, based upon the charges we receive from the third-party database providers. We expect this decline to continue.

Expenses

Cost of operationsincreased $5.5 million to $134.6 million for the year ended December 31, 2006 from $129.2 million
for 2005. The increase was primarily due to operational costs associated with our acquisition of ITHL, partially offset by a decrease in operational costs related to our number porting services primarily due to the Sprint migration and decreases in
our off-network database queries services.

Sales and marketing expenses increased $2.1 million to $25.4 million for the year ended
December 31, 2006 from $23.3 million for 2005. The increase is primarily due to sales and marketing expenses related to our acquisition of ITHL, higher employee-related costs for international expansion and increased trade show expenses.

General and administrative expenses increased $9.1 million to $58.5 million for the year ended December 31, 2006 from $49.4
million for 2005. This increase was primarily due to $5.3 million related solely to the relocation of our corporate headquarters, including $1.3 million associated with the early lease termination of our former corporate headquarters, $1.7 million
related to higher product development expenses, $0.4 million in costs associated with our litigation settlements, expenses associated with our acquisition of ITHL and expenses associated with operating as a public company.

Depreciation and amortization expenses decreased $5.6 million to $41.2 million for the year ended December 31, 2006 from $46.8 million for
2005. The decrease was primarily due to lower amortization of intangible assets associated with the Verizon Revenue Guarantee agreement which expired in December 2005 and lower amortization expense related to a certain intangible asset associated
with the IOS North America customer base, offset in part by additional amortization of intangible assets from our acquisition of ITHL. Included in our depreciation and amortization expenses for the year ended December 31, 2006 and 2005 is
approximately $17.8 million and $24.4 million, respectively, in amortization related to intangible assets recorded in purchase accounting due to our February 2002 acquisition from Verizon, our December 2003 acquisition of Syniverse Holdings Limited
(formerly Softwright Holdings, LTD), our September 2004 acquisition of IOS North America and our June 2006 acquisition of ITHL.

Restructuringexpense was $1.0 million and $0.1 million for the years ended December 31, 2006 and 2005, respectively. In February 2006, we completed a restructuring plan in our marketing group resulting in the termination of
eight employees. As a result, we incurred $0.3 million in severance related costs. In August 2006, we completed a restructuring plan in our operations and marketing groups, resulting in the termination of thirty employees. As a result, we incurred
$0.7 million in severance related costs.

Other

Interest incomedecreased $0.1 million to $1.8 million for the year ended December 31, 2006 from $1.9 million for 2005 primarily due to interest income earned on lower average cash balances.

Interest expense decreased $7.3 million to $27.3 million for the year ended December 31, 2006 from $34.6 million for
2005. The decrease was primarily a result of our recapitalization occurring in the first quarter of



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2005 in connection with our initial public offering, which lowered our average outstanding debt balance and interest rate, and the refinancing of our
remaining 123/4% senior subordinated notes due 2009 in the third quarter of 2005.

Loss on extinguishment of debt was $0.9 million and $42.8 million for the years ended
December 31, 2006 and 2005, respectively. In February 2006, we redeemed all outstanding 123/4% senior
subordinated notes due 2009 resulting in a prepayment premium of $0.9 million. In February 2005, we recognized $23.8 million on the early extinguishment of debt related to our previous senior credit facility and the repurchase of $85.8 million of
our 123/4% senior subordinated notes due 2009. The loss included a non-cash write-off of $6.0 million of
unamortized deferred financing costs and $5.4 million of unamortized debt discount relating to the previous senior credit facility and the repurchased portion of the 123/4% senior subordinated notes due 2009, as well as a $12.4 million cash charge related to the prepayment premium on the repurchased portion of the
123/4% senior subordinated notes due 2009. In August 2005, we recognized $19.0 million on the early extinguishment of debt related to the tender of $144.8 million of our 123/4% senior subordinated notes due 2009. The loss includes a non-cash write-off of $2.6 million of unamortized deferred
financing costs and $1.6 million of unamortized debt discount, as well as a $14.3 million cash charge related to the prepayment premium and $0.5 million of other costs.

Other, netdecreased $1.1 million to $0.3 million for the year ended December 31, 2006 from $1.4 million for 2005, and is comprised of
non-operating revenues and gains from the sale of marketable securities.

Provision for income taxeswas $9.0 million for the year
ended December 31, 2005. Benefit from income taxes was $39.6 million for the year ended December 31, 2006. During the year ended December 31, 2006, we reversed a significant portion of our net deferred tax asset valuation
allowance. The valuation allowance, originally established in 2003, and adjusted annually thereafter, was recorded because the realization of those deferred tax assets did not meet the more-likely-than-not criteria under Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Based upon an evaluation of our most recent seven quarters of profitability and our expectations of continued net income, a tax benefit for the deferred tax assets was
recognized in the fourth quarter as we determined that we have met the more-likely-than not criteria related to those deferred tax assets. The benefit reduced our estimated annual effective tax rate to approximately (78.9)%. As of December 31,
2006, based upon our judgment, we will continue to maintain a valuation allowance for certain other deferred tax assets primarily associated with foreign and state net operating loss carry-forwards and capital loss carry forwards.

Preferred stock dividends were $4.2 million for the year ended December 31, 2005. The undeclared and unpaid preferred dividends relate to the
10% preferred yield on Syniverse Inc.s class A cumulative redeemable convertible preferred stock issued on February 14, 2002. On February 15, 2005, we redeemed 124,876 shares of our class A cumulative redeemable convertible preferred
stock, including accrued and unpaid dividends, at a liquidation value of $176.5 million with proceeds received from our initial public offering. On March 28, 2005, pursuant to the terms of our second amended and restated certificate of
incorporation, all of our outstanding shares of class A cumulative redeemable convertible preferred stock were converted into 10,209,598 shares of our common stock based upon the liquidation value (plus accrued and unpaid dividends) of the class A
cumulative redeemable convertible preferred stock using the initial public offering price of $16 per share. We had no shares of class A cumulative redeemable preferred stock outstanding as of December 31, 2006.



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Comparison of 2005 and 2004

The following table presents an overview of our results of operations for the years ended December 31, 2005 and 2004:



|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|----------------------------------------------------- |  | --------------------------- | ------- | - | ------------ | ----- | -- | --------------------------- | - | ------- | ------------ |  | ----- | -------------- |  | - | --------- | - |  | -------- | --
|                                                      |  | Year EndedDecember 31, 2004 |         |   | % ofRevenues |       |    | Year EndedDecember 31, 2005 |   |         | % ofRevenues |  |       | 2005 vs. 2004$ |  |   | $ Change% |  
|                                                      |  | (dollars in thousands)      |        
|Revenues:                                             |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Technology Interoperability Services                  |  | $                           | 81,077  |   |              | 24.4  | %  |                             | $ | 108,429 |              |  | 31.7  | %              |  | $ | 27,352    |   |  | 33.7     | % 
|Network Services                                      |  |                             | 130,408 |   |              | 39.2  | %  |                             |   | 132,120 |              |  | 38.7  | %              |  |   | 1,712     |   |  | 1.3      | % 
|Number Porting Services                               |  |                             | 48,478  |   |              | 14.6  | %  |                             |   | 50,836  |              |  | 14.9  | %              |  |   | 2,358     |   |  | 4.9      | % 
|Call Processing Services                              |  |                             | 34,569  |   |              | 10.4  | %  |                             |   | 28,619  |              |  | 8.4   | %              |  |   | (5,950    | ) |  | (17.2    | )%
|Enterprise Solutions                                  |  |                             | 14,122  |   |              | 4.3   | %  |                             |   | 11,026  |              |  | 3.2   | %              |  |   | (3,096    | ) |  | (21.9    | )%
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Revenues excluding Off-Network Data Base Query Fees   |  |                             | 308,654 |   |              | 92.9  | %  |                             |   | 331,030 |              |  | 96.9  | %              |  |   | 22,376    |   |  | 7.2      | % 
|Off-Network Database Query Fees                       |  |                             | 23,749  |   |              | 7.1   | %  |                             |   | 10,761  |              |  | 3.1   | %              |  |   | (12,988   | ) |  | (54.7    | )%
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Total revenues                                        |  |                             | 332,403 |   |              | 100.0 | %  |                             |   | 341,791 |              |  | 100.0 | %              |  |   | 9,388     |   |  | 2.8      | % 
|Costs and expenses:                                   |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Cost of operations                                    |  |                             | 138,484 |   |              | 41.7  | %  |                             |   | 129,190 |              |  | 37.8  | %              |  |   | (9,294    | ) |  | (6.7     | )%
|Sales and marketing                                   |  |                             | 20,244  |   |              | 6.1   | %  |                             |   | 23,344  |              |  | 6.8   | %              |  |   | 3,100     |   |  | 15.3     | % 
|General and administrative                            |  |                             | 41,774  |   |              | 12.6  | %  |                             |   | 49,396  |              |  | 14.5  | %              |  |   | 7,622     |   |  | 18.2     | % 
|Depreciation and amortization                         |  |                             | 41,972  |   |              | 12.6  | %  |                             |   | 46,815  |              |  | 13.7  | %              |  |   | 4,843     |   |  | 11.5     | % 
|Restructuring                                         |  |                             | 289     |   |              | 0.1   | %  |                             |   | 143     |              |  | 0.0   | %              |  |   | (146      | ) |  | (50.5    | )%
|Impairment losses on intangible assets                |  |                             | 14,056  |   |              | 4.2   | %  |                             |   |        |              |  | 0.0   | %              |  |   | (14,056   | ) |  | (100.0   | )%
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|                                                      |  |                             | 256,819 |   |              | 77.3  | %  |                             |   | 248,888 |              |  | 72.8  | %              |  |   | (7,931    | ) |  | (3.1     | )%
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Operating income                                      |  |                             | 75,584  |   |              | 22.7  | %  |                             |   | 92,903  |              |  | 27.2  | %              |  |   | 17,319    |   |  | 22.9     | % 
|Other income (expense), net:                          |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Interest income                                       |  |                             | 1,148   |   |              | 0.3   | %  |                             |   | 1,957   |              |  | 0.6   | %              |  |   | 809       |   |  | 70.5     | % 
|Interest expense                                      |  |                             | (52,928 | ) |              | (15.9 | )% |                             |   | (34,647 | )            |  | (10.2 | )%             |  |   | 18,281    |   |  | (34.5    | )%
|Loss on extinguishment of debt                        |  |                             |        |   |              | 0.0   | %  |                             |   | (42,804 | )            |  | (12.5 | )%             |  |   | (42,804   | ) |  | 100.0    | % 
|Other, net                                            |  |                             | (12     | ) |              | (0.0  | )% |                             |   | 1,436   |              |  | 0.4   | %              |  |   | 1,448     |   |  | 12,066.7 | % 
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|                                                      |  |                             | (51,792 | ) |              | (15.6 | )% |                             |   | (74,058 | )            |  | (21.7 | )%             |  |   | (22,266   | ) |  | 43.0     | % 
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Income before provision for income taxes              |  |                             | 23,792  |   |              | 7.1   | %  |                             |   | 18,845  |              |  | 5.5   | %              |  |   | (4,947    | ) |  | (20.8    | )%
|Provision for income taxes                            |  |                             | 8,729   |   |              | 2.6   | %  |                             |   | 9,041   |              |  | 2.6   | %              |  |   | 312       |   |  | 3.6      | % 
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Net income                                            |  |                             | 15,063  |   |              | 4.5   | %  |                             |   | 9,804   |              |  | 2.9   | %              |  |   | (5,259    | ) |  | (34.9    | )%
|Preferred stock dividends                             |  |                             | (31,564 | ) |              | (9.5  | )% |                             |   | (4,195  | )            |  | (1.2  | )%             |  |   | 27,369    |   |  | (86.7    | )%
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   
|Net income (loss) attributable to common stockholders |  | $                           | (16,501 | ) |              | (5.0  | )% |                             | $ | 5,609   |              |  | 1.8   | %              |  | $ | 22,110    |   |  | 134.0    | % 
|                                                      |  |                             |         |   |              |       |    |                             |   |         |              |  |       |                |  |   |           |   |  |          |   

Revenues

Total revenues increased $9.4 million to $341.8 million for the year ended December 31, 2005 from $332.4 million for 2004. Excluding Off-Network Database Query Fees, total revenues increased $22.4 million



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for the year ended December 31, 2005. The increase in revenues was primarily due to organic volume growth in Technology Interoperability Services, the
addition of IOS North America results, growth in Network Services and Number Porting Services revenues offset in part by decreases in Call Processing Services and Enterprise Solutions Services revenues.

During the fourth quarter of 2004, we renewed our contract with Verizon Wireless. Consistent with our overall pricing strategy, the terms of the new
contract reflect lower pricing that will, in the near term, reduce our revenues from this customer. The impact was approximately $5.0 million for the year ended December 31, 2005 as compared to the same period in 2004. Over an extended time
period, we believe these decreases will likely be offset in part by higher transaction volumes as well as additional service offerings to Verizon Wireless.

Technology Interoperability Services revenues increased $27.4 million to $108.4 million for the year ended December 31, 2005 from $81.1 million for 2004. The increase in revenues was primarily due to
organic volume growth in our wireless clearinghouse services and the acquisition of IOS North America, partially offset by a decline in per-transaction fees pursuant to our volume-based pricing strategy for certain services and a competitive pricing
environment.

Network Services revenues increased $1.7 million to $132.1 million for the year ended December 31, 2005 from
$130.4 million for 2004. The increase in revenues was primarily due to volume growth in our GSM transport and intelligent network database services, partially offset by a decline in per-transaction fees pursuant to our volume-based pricing strategy
for certain of our services and a competitive pricing environment. In addition, two of our SS7 customers announced that they intended to replace our SS7 network solution. This replacement has resulted in the reduction of 2006 network services
revenues by $6.3 million.

Number Portability Services revenues increased $2.4 million to $50.8 million for the year ended
December 31, 2005 from $48.5 million for 2004. The increase in revenues was primarily due to higher porting activity. During the fourth quarter of 2004, we received notice from Sprint of its intention to move number portability error resolution
services provided by us to its own internal platforms effective May 24, 2005. However, we continued to provide limited number portability error resolution services to Sprint until December 31, 2005. In April 2005, we signed a transitional
support services agreement with Sprint to assist in their migration of the number portability error resolution services to their internal platforms. We have accelerated the amortization of deferred Sprint implementation fees and the associated
deferred Sprint implementation costs to fully amortize these over the year ended December 31, 2005. We also amortized the transition fee over the 2005 fiscal year. Based on this new agreement, the 2005 number portability revenues from Sprint
were relatively comparable to 2004 revenues, however, we will no longer have any revenues from Sprint for these services in future years. This decrease in revenues will be partially offset by decreased costs associated with providing these services.
We expect to continue providing Sprint with number portability services other than number portability error resolution services. The Sprint migration reduced total 2006 revenues by $19.3 million, excluding the effect of any new or expanded services.

Call Processing Services revenues decreased $6.0 million to $28.6 million for the year ended December 31, 2005 from $34.6
million for 2004. The decline in call processing revenues was attributable to technology developments that have resulted in traditional call processing functionality being incorporated into more cost-effective SS7 network solutions. This has
resulted in customers increasingly moving from our call processing solution to our SS7 network, a competitors SS7 network, in-house SS7 networks and/or direct connections with roaming partners. We expect this decline to continue.

Enterprise Solutions Services revenues decreased $3.1 million to $11.0 million for the year ended December 31, 2005 from $14.1 million for
2004. The decrease in revenues was primarily due to lower subscribers on our enterprise wireless data management platform. We expect this decline to continue.

Off-Network Database Queries revenues decreased $13.0 million to $10.8 million for the year ended December 31, 2005 from $23.7 million for 2004. The decrease in revenues was primarily driven by customers



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moving to direct access and billing arrangements with third-party intelligent network database providers. We pass off-network database query fees onto our
customers, with little or no margin, based upon the charges we receive from the third-party database providers. We expect this decline to continue.

Expenses

Cost of operationsdecreased $9.3 million to $129.2 million for the year ended December 31,
2005 from $138.5 million for 2004. The decrease was primarily due to a reduction in our off-network database queries services and decreased operational costs related to our number porting services due to the Sprint migration, partially offset by
increases in data processing costs.

Sales and marketing expenses increased $3.1 million to $23.3 million for the year ended
December 31, 2005 from $20.2 million for 2004. The increase was primarily due to higher employee expenses related to our international expansion.

General and administrative expenses increased $6.9 million to $48.9 million for the year ended December 31, 2005 from $41.9 million for 2004. The increase was primarily due to higher product development
expenses related to the integration of IOS North America, the relocation of our corporate headquarters, higher expenses associated with operating as a public company, and $1.2 million in costs associated with potential acquisitions that were not
consummated.

Depreciation and amortization expenses increased $4.8 million to $46.8 million for the year ended December 31,
2005 from $42.0 million for 2004. The increase was primarily due to higher depreciation and amortization expenses incurred in connection with our continuing capital expenditures related to our SS7 network and the intangible assets established as a
part of purchase accounting for the IOS North America acquisition. Included in our depreciation and amortization expenses for the years ended December 31, 2005 and 2004 is approximately $24.4 million and $22.7 million, respectively, in
amortization related to intangible assets recorded in purchase accounting due to our February 2002 acquisition from Verizon, our December 2003 acquisition of Syniverse Holdings Limited and our September 2004 acquisition of IOS North America.

Restructuring expenses decreased $0.1 million to $0.2 million for the year ended December 31, 2005 from $0.3 million for 2004.
In September 2005, we formulated a restructuring plan to eliminate redundant positions at our Syniverse Holdings Limited subsidiary. As a result, we incurred $0.2 million in severance related costs in September 2005. In April 2004, we completed
a restructuring plan in connection with our acquisition of Syniverse Holdings Limited resulting in the termination of ten employees. As a result, we incurred $0.3 million in severance related costs in April 2004.

Other

Interest income increased $0.8
million to $2.0 million for the year ended December 31, 2005 from $1.1 million for 2004. The increase was primarily attributable to interest income earned from higher cash balances.

Interest expense decreased $18.3 million to $34.6 million for the year ended
December 31, 2005 from $52.9 million for 2004. The decrease was primarily a result of our recapitalization occurring in the first quarter of 2005 in connection with our initial public offering, which lowered our average outstanding debt
balance and interest rate, and the refinancing of our remaining 123/4% senior subordinated notes due 2009 in
the third quarter of 2005.

Loss on extinguishment of debt was $42.8 million
for the year ended December 31, 2005. In February 2005, we recognized $23.8 million on the early extinguishment of debt related to our previous senior credit facility and the tender of $85.6 million of our 123/4% senior subordinated notes due 2009. The loss includes a non-cash write-off of $6.0 million of unamortized deferred financing costs and $5.4
million of unamortized debt discount



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relating to the previous senior credit facility and the tendered portion of the 123/4% senior subordinated notes due 2009, as well as a $12.4 million cash charge related to the prepayment premium on the tendered portion of the 123/4% senior subordinated notes due 2009. In August 2005, we recognized $19.0 million on the early extinguishment of
debt related to the tender of $144.8 million of our 123/4% senior subordinated notes due 2009. The loss includes
a non-cash write-off of $2.6 million of unamortized deferred financing costs and $1.6 million of unamortized debt discount, as well as a $14.3 million cash charge related to the prepayment premium and $0.5 million of other costs.

Other, net was $1.4 million for the year ended December 31, 2005. The gain is the result of the
sale of marketable securities in the fourth quarter of 2005.

Provision for income taxes increased $0.3 million to $9.0 million for
the year ended December 31, 2005 from $8.7 million for 2004. Our provision primarily represents the increase in deferred tax liabilities related to goodwill. Primarily as a result of our impairment loss in the fourth quarter of 2003, we
concluded that it was appropriate to establish a full valuation allowance against our net deferred tax assets, excluding deferred tax liabilities related to goodwill. We expect to continually evaluate this allowance and will reduce it as the
utilization of these NOLs becomes more likely than not. The deferred tax assets arise primarily from federal net operating losses, which expire between 2006 and 2025. These losses relate primarily to Briences operations in periods prior to
February 14, 2002. In addition, because we do not amortize goodwill for financial reporting purposes and cannot predict if or when this deferred tax liability will be payable, we are unable to consider these goodwill-related deferred tax
liabilities at December 31, 2005 in this analysis of our valuation allowance.

Preferred stock dividends were $4.2 million for
the year ended December 31, 2005 and $31.6 million for the year ended December 31, 2004. The undeclared and unpaid preferred dividends relate to the 10% preferred yield on Syniverse Inc.s class A cumulative redeemable convertible
preferred stock issued on February 14, 2002. The 2004 amounts are recorded as a part of the class A redeemable preferred stock balance. On February 15, 2005, we redeemed 124,876 shares of our class A cumulative redeemable convertible
preferred stock including accrued and unpaid dividends at a liquidation value of $176.5 million with proceeds received from our initial public offering. On March 28, 2005, pursuant to the terms of our second amended and restated certificate of
incorporation, all of our outstanding shares of class A cumulative redeemable convertible preferred stock were converted into 10,209,598 shares of our common stock based upon the liquidation value (plus accrued and unpaid dividends) of the class A
cumulative redeemable convertible preferred stock using the initial public offering price of $16 per share. We had no shares of class A cumulative redeemable preferred stock outstanding as of December 31, 2005.



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Selected Quarterly Results of Operations

The following table sets forth selected unaudited statement of income data for the eight quarters ended December 31, 2006, both in dollar amounts and
as a percentage of total revenues. This data should be read in conjunction with the audited financial statements for the years ended December 31, 2005 and 2006 and related notes included elsewhere herein. Generally, there is a seasonal increase
in wireless roaming telephone usage and corresponding revenues in the high-travel months of the second and third fiscal quarters.



|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------------- |  | ------------- | ------- | - | ------------ | - | ------ | ----------------- |  | - | ---------------- | - |  | ------------- | ------ | - | ------------ | - | ------ | ----------------- |  | - | ---------------- | - |  | - | ------ | - |  | - | ------- | -
|                                                               |  | Quarter Ended |        
|                                                               |  | March 31,2005 |         |   | June 30,2005 |   |        | September 30,2005 |  |   | December 31,2005 |   |  | March 31,2006 |        |   | June 30,2006 |   |        | September 30,2006 |  |   | December 31,2006 |  
|Revenues:                                                      |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Technology Interoperability Services                           |  | $             | 23,199  |   |              | $ | 27,201 |                   |  | $ | 30,662           |   |  | $             | 27,368 |   |              | $ | 25,837 |                   |  | $ | 30,798           |   |  | $ | 42,996 |   |  | $ | 39,024  |  
|Network Services                                               |  |               | 32,232  |   |              |   | 33,415 |                   |  |   | 35,227           |   |  |               | 31,246 |   |              |   | 31,493 |                   |  |   | 31,549           |   |  |   | 31,911 |   |  |   | 29,879  |  
|Number Porting Services                                        |  |               | 11,669  |   |              |   | 12,607 |                   |  |   | 13,300           |   |  |               | 13,260 |   |              |   | 6,730  |                   |  |   | 7,220            |   |  |   | 7,682  |   |  |   | 7,134   |  
|Call Processing Services                                       |  |               | 6,403   |   |              |   | 7,322  |                   |  |   | 7,158            |   |  |               | 7,735  |   |              |   | 7,191  |                   |  |   | 7,288            |   |  |   | 7,596  |   |  |   | 7,240   |  
|Enterprise Solutions                                           |  |               | 3,082   |   |              |   | 2,927  |                   |  |   | 2,517            |   |  |               | 2,500  |   |              |   | 2,130  |                   |  |   | 2,084            |   |  |   | 1,792  |   |  |   | 1,283   |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Revenues (excluding Off-Network Database Query Fees)           |  |               | 76,585  |   |              |   | 83,472 |                   |  |   | 88,864           |   |  |               | 82,109 |   |              |   | 73,381 |                   |  |   | 78,939           |   |  |   | 91,977 |   |  |   | 84,560  |  
|Off-Network Database Query Fees                                |  |               | 2,834   |   |              |   | 3,403  |                   |  |   | 3,015            |   |  |               | 1,509  |   |              |   | 2,036  |                   |  |   | 3,255            |   |  |   | 1,590  |   |  |   | 1,281   |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Total revenues                                                 |  |               | 79,419  |   |              |   | 86,875 |                   |  |   | 91,879           |   |  |               | 83,618 |   |              |   | 75,417 |                   |  |   | 82,194           |   |  |   | 93,567 |   |  |   | 85,841  |  
|Costs and expenses:                                            |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Cost of operations                                             |  |               | 32,426  |   |              |   | 34,446 |                   |  |   | 31,603           |   |  |               | 30,715 |   |              |   | 31,206 |                   |  |   | 33,545           |   |  |   | 35,196 |   |  |   | 34,694  |  
|Sales and marketing                                            |  |               | 5,662   |   |              |   | 5,812  |                   |  |   | 6,227            |   |  |               | 5,643  |   |              |   | 5,493  |                   |  |   | 6,871            |   |  |   | 6,297  |   |  |   | 6,785   |  
|General and administrative                                     |  |               | 10,154  |   |              |   | 12,380 |                   |  |   | 13,649           |   |  |               | 13,213 |   |              |   | 17,311 |                   |  |   | 13,673           |   |  |   | 13,566 |   |  |   | 13,958  |  
|Depreciation and amortization                                  |  |               | 11,885  |   |              |   | 12,190 |                   |  |   | 11,246           |   |  |               | 11,494 |   |              |   | 9,981  |                   |  |   | 9,868            |   |  |   | 10,685 |   |  |   | 10,638  |  
|Restructuring                                                  |  |               |        |   |              |   |       |                   |  |   | 143              |   |  |               |       |   |              |   | 338    |                   |  |   |                 |   |  |   | 668    |   |  |   |        |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|                                                               |  |               | 60,127  |   |              |   | 64,828 |                   |  |   | 62,868           |   |  |               | 61,065 |   |              |   | 64,329 |                   |  |   | 63,957           |   |  |   | 66,412 |   |  |   | 66,075  |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Operating income                                               |  |               | 19,292  |   |              |   | 22,047 |                   |  |   | 29,011           |   |  |               | 22,553 |   |              |   | 11,088 |                   |  |   | 18,237           |   |  |   | 27,155 |   |  |   | 19,766  |  
|Other income (expense), net:                                   |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Interest income                                                |  |               | 339     |   |              |   | 398    |                   |  |   | 587              |   |  |               | 633    |   |              |   | 634    |                   |  |   | 445              |   |  |   | 327    |   |  |   | 418     |  
|Interest expense                                               |  |               | (10,504 | ) |              |   | (8,590 | )                 |  |   | (8,492           | ) |  |               | (7,061 | ) |              |   | (6,742 | )                 |  |   | (6,707           | ) |  |   | (7,018 | ) |  |   | (6,861  | )
|Loss on extinguishment of debt                                 |  |               | (23,788 | ) |              |   |       |                   |  |   | (19,016          | ) |  |               |       |   |              |   | (924   | )                 |  |   |                 |   |  |   |       |   |  |   |        |  
|Other, net                                                     |  |               |        |   |              |   |       |                   |  |   | (6               | ) |  |               | 1,442  |   |              |   | 119    |                   |  |   | 211              |   |  |   | 57     |   |  |   | (55     | )
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|                                                               |  |               | (33,953 | ) |              |   | (8,192 | )                 |  |   | (26,927          | ) |  |               | (4,986 | ) |              |   | (6,913 | )                 |  |   | (6,051           | ) |  |   | (6,634 | ) |  |   | (6,498  | )
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Income (loss) before provision for (benefit from) income taxes |  |               | (14,661 | ) |              |   | 13,855 |                   |  |   | 2,084            |   |  |               | 17,567 |   |              |   | 4,175  |                   |  |   | 12,186           |   |  |   | 20,521 |   |  |   | 13,268  |  
|Provision for (benefit from) income taxes                      |  |               | 2,291   |   |              |   | 2,077  |                   |  |   | 2,379            |   |  |               | 2,294  |   |              |   | 625    |                   |  |   | 2,699            |   |  |   | 2,939  |   |  |   | (45,837 | )
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Net income (loss)                                              |  |               | (16,952 | ) |              |   | 11,778 |                   |  |   | (295             | ) |  |               | 15,273 |   |              |   | 3,550  |                   |  |   | 9,487            |   |  |   | 17,582 |   |  |   | 59,105  |  
|Preferred stock dividends                                      |  |               | (4,195  | ) |              |   |       |                   |  |   |                 |   |  |               |       |   |              |   |       |                   |  |   |                 |   |  |   |       |   |  |   |        |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Net income (loss) attributable to common stockholders          |  | $             | (21,147 | ) |              | $ | 11,778 |                   |  | $ | (295             | ) |  | $             | 15,273 |   |              | $ | 3,550  |                   |  | $ | 9,487            |   |  | $ | 17,582 |   |  | $ | 59,105  |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Net income (loss) per common share:                            |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Basic                                                          |  | $             | (0.43   | ) |              | $ | 0.18   |                   |  | $ | (0.00            | ) |  | $             | 0.23   |   |              | $ | 0.05   |                   |  | $ | 0.14             |   |  | $ | 0.26   |   |  | $ | 0.88    |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  
|Diluted                                                        |  | $             | (0.43   | ) |              | $ | 0.18   |                   |  | $ | (0.00            | ) |  | $             | 0.23   |   |              | $ | 0.05   |                   |  | $ | 0.14             |   |  | $ | 0.26   |   |  | $ | 0.88    |  
|                                                               |  |               |         |   |              |   |        |                   |  |   |                  |   |  |               |        |   |              |   |        |                   |  |   |                  |   |  |   |        |   |  |   |         |  



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|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|-------------------------------------------------------------- |  | -------------------------------------------------- | -- |  | ------------ | -- |  | ----------------- | -- |  | ---------------- | -- |  | ------------- | -- |  | ------------ | -- |  | ----------------- | -- |  | ---------------- | --
|                                                               |  | Percentage of Total Revenues for the Quarter Ended |   
|                                                               |  | March 31,2005                                      |    |  | June 30,2005 |    |  | September 30,2005 |    |  | December 31,2005 |    |  | March 31,2006 |    |  | June 30,2006 |    |  | September 30,2006 |    |  | December 31,2006 |   
|Revenues:                                                      |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Technology Interoperability Services                           |  | 29.2                                               | %  |  | 31.3         | %  |  | 33.4              | %  |  | 32.7             | %  |  | 34.3          | %  |  | 37.5         | %  |  | 46.0              | %  |  | 45.5             | % 
|Network Services                                               |  | 40.6                                               | %  |  | 38.5         | %  |  | 38.3              | %  |  | 37.4             | %  |  | 41.8          | %  |  | 38.4         | %  |  | 34.1              | %  |  | 34.8             | % 
|Number Porting Services                                        |  | 14.7                                               | %  |  | 14.5         | %  |  | 14.5              | %  |  | 15.8             | %  |  | 8.9           | %  |  | 8.8          | %  |  | 8.2               | %  |  | 8.3              | % 
|Call Processing Services                                       |  | 8.1                                                | %  |  | 8.4          | %  |  | 7.8               | %  |  | 9.3              | %  |  | 9.5           | %  |  | 8.9          | %  |  | 8.1               | %  |  | 8.4              | % 
|Enterprise Solutions                                           |  | 3.8                                                | %  |  | 3.4          | %  |  | 2.7               | %  |  | 3.0              | %  |  | 2.8           | %  |  | 2.5          | %  |  | 1.9               | %  |  | 1.5              | % 
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Revenues (excluding Off-Network Database Query Fees)           |  | 96.4                                               | %  |  | 96.1         | %  |  | 96.7              | %  |  | 98.2             | %  |  | 97.3          | %  |  | 96.0         | %  |  | 98.3              | %  |  | 98.5             | % 
|Off-Network Database Query Fees                                |  | 3.6                                                | %  |  | 3.9          | %  |  | 3.3               | %  |  | 1.8              | %  |  | 2.7           | %  |  | 4.0          | %  |  | 1.7               | %  |  | 1.5              | % 
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Total revenues                                                 |  | 100.0                                              | %  |  | 100.0        | %  |  | 100.0             | %  |  | 100.0            | %  |  | 100.0         | %  |  | 100.0        | %  |  | 100.0             | %  |  | 100.0            | % 
|Costs and expenses:                                            |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Cost of operations                                             |  | 40.8                                               | %  |  | 39.7         | %  |  | 34.4              | %  |  | 36.7             | %  |  | 41.4          | %  |  | 40.8         | %  |  | 37.6              | %  |  | 40.4             | % 
|Sales and marketing                                            |  | 7.1                                                | %  |  | 6.7          | %  |  | 6.8               | %  |  | 6.7              | %  |  | 7.3           | %  |  | 8.4          | %  |  | 6.7               | %  |  | 7.9              | % 
|General and administrative                                     |  | 12.8                                               | %  |  | 14.3         | %  |  | 14.9              | %  |  | 15.8             | %  |  | 23.0          | %  |  | 16.6         | %  |  | 14.5              | %  |  | 16.3             | % 
|Depreciation and amortization                                  |  | 15.0                                               | %  |  | 14.0         | %  |  | 12.2              | %  |  | 13.7             | %  |  | 13.2          | %  |  | 12.0         | %  |  | 11.4              | %  |  | 12.4             | % 
|Restructuring                                                  |  | 0.0                                                | %  |  | 0.0          | %  |  | 0.2               | %  |  | 0.0              | %  |  | 0.4           | %  |  | 0.0          | %  |  | 0.7               | %  |  | 0.0              | % 
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|                                                               |  | 75.7                                               | %  |  | 74.6         | %  |  | 68.4              | %  |  | 73.0             | %  |  | 85.3          | %  |  | 77.8         | %  |  | 71.0              | %  |  | 77.0             | % 
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Operating income                                               |  | 24.3                                               | %  |  | 25.4         | %  |  | 31.6              | %  |  | 27.0             | %  |  | 14.7          | %  |  | 22.2         | %  |  | 29.0              | %  |  | 23.0             | % 
|Other income (expense), net:                                   |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Interest income                                                |  | 0.4                                                | %  |  | 0.6          | %  |  | 0.6               | %  |  | 0.8              | %  |  | 0.8           | %  |  | 0.5          | %  |  | 0.3               | %  |  | 0.5              | % 
|Interest expense                                               |  | (13.2                                              | )% |  | (9.9         | )% |  | (9.2              | )% |  | (8.4             | )% |  | (8.9          | )% |  | (8.2         | )% |  | (7.5              | )% |  | (8.0             | )%
|Loss on extinguishment of debt                                 |  | (30.0                                              | )% |  | 0.0          | %  |  | (20.7             | )% |  | 0.0              | %  |  | (1.2          | )% |  | 0.0          | %  |  | 0.0               | %  |  | 0.0              | % 
|Other, net                                                     |  | 0.0                                                | %  |  | 0.0          | %  |  | (0.0              | )% |  | 1.7              | %  |  | 0.2           | %  |  | 0.3          | %  |  | 0.1               | %  |  | (0.1             | )%
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|                                                               |  | (42.8                                              | )% |  | (9.3         | )% |  | (29.3             | )% |  | (6.0             | )% |  | (9.2          | )% |  | (7.4         | )% |  | (7.1              | )% |  | (7.6             | )%
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Income (loss) before provision for (benefit from) income taxes |  | (18.5                                              | )% |  | 19.7         | %  |  | 2.3               | %  |  | 21.0             | %  |  | 5.5           | %  |  | 14.8         | %  |  | 21.9              | %  |  | 15.5             | % 
|Provision for (benefit from) income taxes                      |  | 2.9                                                | %  |  | 2.4          | %  |  | 2.6               | %  |  | 2.7              | %  |  | 0.8           | %  |  | 3.3          | %  |  | 3.1               | %  |  | (53.4            | )%
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Net income (loss)                                              |  | (21.4                                              | )% |  | 17.3         | %  |  | (0.3              | )% |  | 18.3             | %  |  | 4.7           | %  |  | 11.5         | %  |  | 18.8              | %  |  | 68.9             | % 
|Preferred stock dividends                                      |  | (5.3                                               | )% |  | 0.0          | %  |  | 0.0               | %  |  | 0.0              | %  |  | 0.0           | %  |  | 0.0          | %  |  | 0.0               | %  |  | 0.0              | % 
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   
|Net income (loss) attributable to common stockholders          |  | (26.7                                              | )% |  | 3.3          | %  |  | (0.3              | )% |  | 18.3             | %  |  | 4.7           | %  |  | 11.5         | %  |  | 18.8              | %  |  | 68.9             | % 
|                                                               |  |                                                    |    |  |              |    |  |                   |    |  |                  |    |  |               |    |  |              |    |  |                   |    |  |                  |   

Liquidity and Capital Resources

Cash Flow Information

During the year
ended December 31, 2006, our operations generated $97.8 million of cash as compared to $110.6 million for 2005. The decrease was primarily attributable to lower income before income taxes adjusted for non-cash items and lower cash collections.
Cash and cash equivalents were $26.7 million at December 31, 2006 as compared to $49.3 million at December 31, 2005. This decrease was primarily due to the payment of approximately $43.9 million, net of acquired cash, for the
acquisition of ITHL, the payment of $41.8 million of principal on our senior credit facility and the early redemption of the remaining $14.5 million aggregate principal amount of our 123/4% senior subordinated notes due 2009. Our working capital decreased $6.6 million to $49.2



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million at December 31, 2006 from $55.9 million at December 31, 2005. The decrease in working capital was primarily due to lower net cash from
operations and higher accrued liabilities, offset in part by lower current maturities of long-term debt.

Capital expenditures for property
and equipment, including capitalized software costs, decreased to $19.9 million for the year ended December 31, 2006 from $34.0 million for year ended December 31, 2005. For fiscal 2004, we incurred approximately $22.2 million for
capital expenditures primarily for investment in our SS7 network. For fiscal 2005, we incurred approximately $34.0 million for capital expenditures, primarily for investment in our network, capitalized software development and capital expenditures
of approximately $10.0 million associated with our lease of new office space. For fiscal 2006, we incurred approximately $19.9 million for capital expenditures, primarily for investment in our network, capitalized expenditures associated
with the move to our new corporate headquarters and capitalized software development. We expect total capital expenditures in 2007 to be approximately $22.0 million.

In February 2005, we entered into a lease agreement for approximately 199,000 square feet of new office space for our headquarters in Tampa, Florida. The lease term is eleven years commencing on November 1, 2005
with lease payments beginning one year following the commencement date. In connection with this lease, through December 31, 2005, we incurred incremental operating expenses related solely to this move of $2.9 million and capital costs
related solely to the facility build out of approximately $10.0 million. In 2006, we incurred $5.3 million in move related expenses, which included duplicative lease payments and a $1.3 million charge related to the early termination of our lease on
our former corporate headquarters. Additionally in 2006, we incurred and capitalized $3.8 million of costs related to the move to our new corporate headquarters.

On February 1, 2006, we redeemed the remaining $14.5 million in aggregate principal amount of
our outstanding 123/4% senior subordinated notes due 2009 at a premium of $0.9 million.

Our principal sources of liquidity are cash flows generated from operations and borrowings under our new senior credit facility. Our principal uses of
cash are to meet debt service requirements, finance our capital expenditures, make acquisitions and provide working capital. We expect that cash available from operations combined with the availability of $42.0 million under our revolving line of
credit will be sufficient to fund our operations, debt service and capital expenditures for the foreseeable future.

Debt and Credit Facilities

New Senior Credit Facility

On
February 15, 2005, we entered into a $282.0 million credit agreement with Lehman Brothers Inc., as lead arranger and book manager, LaSalle Bank National Association, as syndication agent, and Lehman Commercial Paper, as administrative agent
(the Credit Agreement). The Credit Agreement provides for a term loan of $240.0 million and a revolving credit line of $42.0 million. The obligations under the Credit Agreement are unconditionally guaranteed by Syniverse Holdings Inc.
and the U.S. domestic subsidiaries of Syniverse Technologies, Inc. (the Guarantors).

Borrowings under the new senior credit
facility bear interest at a floating rate, which can be either a base rate, or at our option, a LIBOR rate, plus an applicable margin, which is presently 1.50% for the revolving loans and 1.75% for the term debt. As of December 31, 2006, the
applicable interest rate was 7.37% based on the LIBOR option. The term loan facility requires regularly scheduled quarterly payments of principal and interest, and the entire amount of the term loan facility will mature on February 15, 2012.
The full amount borrowed under the revolving credit line will mature on February 15, 2011.

As of December 31, 2006, we had an
aggregate face amount of $136.6 million of outstanding indebtedness under our new senior credit facility representing the term note B facility and $42.0 million available under the revolving credit facility. No amounts were drawn under the revolving
facility as of December 31, 2006.



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The obligations under the Credit Agreement are unconditionally guaranteed by the Guarantors, and are
secured by a security interest in substantially all of the tangible and intangible assets of Syniverse Technologies, Inc. (Syniverse) and the Guarantors. The obligation under the Credit Agreement is also secured by a pledge of the
capital stock of Syniverse and its direct and indirect U.S. subsidiaries.

The Credit Agreement contains covenants that will limit our
ability and that of our guarantors to, among other things, incur or guarantee additional indebtedness, create liens, pay dividends on or repurchase stock, make certain types of investments, restrict dividends or other payments from Syniverses
subsidiaries, enter into transactions with affiliates, sell assets or merge with other companies. The Credit Agreement also requires compliance with several financial covenants, including a maximum ratio of total indebtedness to EBITDA and a minimum
ratio of EBITDA to interest expense.

We used the $240.0 million of borrowings under
the new senior credit facility in combination with the net proceeds from our IPO to repay our previous senior credit facility, to pay related transaction fees and expenses and to effect a tender offer for $85.8 million of our 123/4% senior subordinated notes due 2009.

Previous Senior Credit Facility

In February 2002, we entered into our previous senior credit
facility, which provided for aggregate borrowings of up to $328.3 million. The facility was comprised of a revolving credit facility of up to $35.0 million in revolving credit loans and letters of credit with the funds available for general
corporate purposes including working capital, capital expenditures, acquisitions and a term B loan facility of $293.3 million in term loans. The revolving line of credit and the term note each bore interest at variable rates based on, at our
option, LIBOR or the greater of the Prime Rate and the weighted average of the rates on overnight federal funds transactions plus 0.5%.

On
September 25, 2003, we amended our previous senior credit facility to: (i) increase the maximum consolidated leverage and consolidated senior debt ratios; (ii) reduce the minimum consolidated interest coverage ratios beginning with
the third and fourth fiscal quarters of 2003 and the four fiscal quarters of 2004, 2005 and beyond; and (iii) reduce the minimum consolidated fixed charge coverage ratio. In addition, the amendment increased the permitted level of capital
expenditures for fiscal years 2004 and 2005 and clarified that the operations of Syniverse Brience for periods prior to its acquisition would not be included in the covenant calculation.

On March 11, 2004, we further amended our previous senior credit facility to: (i) provide for the incurrence under the senior credit facility
of new additional tranche B term loans, which refinanced, in full, all remaining outstanding tranche B term loans and (ii) reduce the percentage of excess cash flow which must be applied to prepay the loans to 75%. The applicable margin with
respect to additional tranche B term loans was reduced to 2.5% for base rate loans and 3.5% for eurodollar loans.

On September 30,
2004, we further amended our previous senior credit facility to: (i) provide for the incurrence of new tranche B term loans, which refinanced, in full, all remaining outstanding tranche B term loans; (ii) increase the amount available
under the senior credit facility by $44.5 million with borrowings of $44.5 million to fund a portion of the acquisition of the wireless clearinghouse business of IOS North America; (iii) amend various financial and other covenants; and
(iv) extend the quarterly installment payment obligations of the tranche B term loans from a period ending December 31, 2006 to a period ending September 30, 2010. The applicable margin with respect to new tranche B term loans was
reduced to 2.0% for base rate loans and 3.0% for eurodollar loans.

As of December 31, 2004, we had an aggregate face amount of $220.1
million of outstanding indebtedness under our previous senior credit facility representing the term B note facility, which bore interest at a variable weighted average rate of 5.4% and had a final maturity of September 30, 2010. As of
December 31, 2004, there was $35.0 million available under the revolving credit facility, which had a final maturity of December 31, 2006.



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On February 15, 2005, we refinanced our previous senior credit facility with a new $282.0 million
senior credit facility, which contains more favorable terms with respect to, among other things, interest rates and covenants.

123/4% Senior Subordinated Notes Due 2009

On February 25, 2005, we tendered for approximately $85.8 million in aggregate principal
amount of our 123/4% senior subordinated notes due 2009 reducing the aggregate principal amount outstanding to
$159.3 million at that time. In connection with the tender offer, we paid a premium of $12.3 million, related fees of $0.1 million and accrued interest of $0.7 million. In addition to the prepayment premium of $12.3 million, the associated
unamortized debt discount of $1.1 million and deferred finance costs of $1.8 million were recognized as loss on extinguishment of debt in the first quarter of 2005.

On August 24, 2005, we tendered for approximately $144.8 million in aggregate principal
amount of our 123/4% senior subordinated notes due 2009, reducing the aggregate principal amount outstanding to
$14.5 million as of September 30, 2005. In connection with the tender offer, we paid a premium of $14.3 million, related fees of $0.5 million and accrued interest of $1.2 million. In addition to the prepayment premium of $14.3 million, the
associated unamortized debt discount of $1.6 million and deferred finance costs of $2.7 million were recognized as loss on extinguishment of debt in the third quarter of 2005.

On February 1, 2006, we repurchased the remaining $14.5 million in aggregate principal amount
of outstanding 123/4% senior subordinated notes due 2009 at a premium of $0.9 million.

73/4% Senior Subordinated Notes Due 2013

On August 24, 2005, we completed a private offering of $175.0 million in aggregate principal amount of our 73/4% senior subordinated notes due 2013. Interest on the notes accrues at the rate of 73/4% per annum and is payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2006. The net proceeds were used to repurchase $144.8 million of our outstanding 123/4% senior subordinated notes due 2009, and to pay the related prepayment premium and costs of debt issuance. The
remaining funds were held for the redemption of the $14.5 million of 123/4% senior subordinated notes due 2009,
not tendered in August 2005, plus expected payment of related premium of approximately $0.9 million.

The indenture governing our 73/4% senior subordinated notes due 2013 contains certain covenants that among other things, limit our ability to incur additional indebtedness and issue preferred stock, pay
dividends, make other restricted payments and investments, create liens, incur restrictions on the ability of our subsidiaries to pay dividends or other payments to them, sell assets, merge or consolidate with other entities, and enter into
transactions with affiliates. As of December 31, 2006, we believe we are in compliance with all of the covenants contained in the indenture governing our senior subordinated notes.

On December 8, 2005, we completed an offer to exchange up to $175.0 million principal amount
of our Series B 73/4% senior subordinated notes due 2013 for any and all outstanding 73/4% senior subordinated notes due 2013 (the Old Notes). All of the $175.0 million in aggregate principal
amount of the Old Notes were validly tendered for exchange and have been accepted by us. The new notes have substantially identical terms of the original notes, except that the new notes have been registered under the Securities Act of 1933, as
amended.

Effect of Inflation

Inflation generally affects us by increasing our cost of labor, equipment and new materials. We do not believe that inflation has had any material effect on our results of operations during the years ended December 31, 2006 and 2005.



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Non-GAAP Financial Measures

EBITDA

We determine EBITDA by adding net interest expense, income taxes, depreciation and amortization to net income
(loss). Reconciliations of both net income (loss) and cash flows from operations to EBITDA are presented in the financial tables contained herein.

We rely on EBITDA as a primary measure to review and assess the operating performance of our company and our management team in connection with our executive compensation and bonus plans. We also use EBITDA to compare our current operating
results with corresponding periods and with the operating results of other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also
believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly affect our operating performance. In addition,
we also utilize EBITDA as an assessment of our liquidity and our ability to meet our debt service obligations and satisfy our debt covenants, which are partially based on EBITDA. EBITDA has limitations as an analytical tool, and you should not
consider it in isolation or as a substitute for net income, cash flows from operating activities and other consolidated income or cash flows statement data prepared in accordance with accounting principles generally accepted in the United States.
Some of these limitations are:



| |  |  | EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA does
not reflect any cash requirements for such replacements;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA does not reflect income taxes or the cash requirements for any tax payments; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Other companies in our industry may calculate EBITDA differently than we do, thereby limiting its usefulness as a comparative measure.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

Because of these limitations, EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business
or as a measure of performance in compliance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See our consolidated statements of operations and our consolidated statements
of cash flows included in our financial statements included elsewhere in this report.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates
and judgments that affect our reported amounts of assets and liabilities, revenues and expenses. We consider an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made and
changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated results of operations or financial condition. We have identified the following critical accounting policies that affect the
more significant estimates and judgments.



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Revenue Recognition

We derive revenues from six categories: Technology Interoperability Services, Network Services, Number Portability Services, Call Processing Services,
Enterprise Solutions and Off-Network Database Queries. The revenue recognition policy for each of these areas is described under Revenues above.

Due to our billing cycles, which for some of our products lag as much as 40 days after the calendar month in which the services are rendered, we estimate the amounts of unbilled revenue each reporting period. Our
estimates are based on recent volume and pricing trends adjusted for material changes in contracted service, because actual information is not available immediately. Based on a retrospective review of our actual billings compared to our estimates,
our estimates have been reasonable. Historically, our estimates have approximated our actual subsequently billed revenue. Unanticipated changes in volume and pricing trends or material changes in contracted service could adversely affect our
estimates of unbilled revenue. This estimate is critical to our financial statements because it impacts revenue and amounts recorded as accounts receivable on our balance sheet. As of December 31, 2006, our estimated unbilled revenues were $7.7
million. A 10% change in our estimate would result in either an increase or decrease in revenues and accounts receivable of approximately $0.8 million.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated
losses resulting from the inability of our customers to pay their invoices to us in full. We regularly review the adequacy of our accounts receivable allowance after considering the size of the accounts receivable balance, each customers
expected ability to pay and our collection history with each customer. A portion of this analysis is dependent on our ability to gather reliable information about our customers specific circumstances. As part of our analysis, we review
significant invoices that are past due to determine if an allowance is necessary based on the risk category using the factors described above. Based on the circumstances, we place each customer into a risk category and assign reserve percentages
between 5% and 100%. Our estimates of allowances for doubtful accounts have tracked well with our actual experience of customers who are unable to pay their invoices in full. However, uncollectible accounts that are not identified or properly
assessed in our review could have a significant impact on our bad debt provision. In addition, if our customers financial condition or the economy in general deteriorates, we may need to increase these allowances for doubtful accounts.
Excluding all risk categories that are reserved at 100%, a 10% change in each one of our risk categories would cause our allowance for doubtful accounts as of December 31, 2006 and our bad debt expense for the year then ended to change by $0.09
million. Because we perform our analysis and establish reserves on a customer-by-customer basis, we generally do not record a general reserve. However, if we were to apply a general reserve of 1% to our unreserved accounts receivable balance, it
would increase our allowance for doubtful accounts as of December 31, 2006 and our bad debt expense for the year then ended by approximately $0.5 million.

Allowance for Credit Memos

We maintain a general reserve based on our historical credit memo
activity. In addition, we establish credit memo reserves resulting from specific customer matters. This allowance is recorded as a direct reduction of accounts receivable and revenues. Since our allowances for credit memos are derived in large part
from specific customer matters, our estimates have tracked well with our actual credit memo experience. If our billing errors or discrepancies are not resolved satisfactorily or our customers disputes over billing are not resolved
satisfactorily, increases to the allowance would be required. Recently, we have resolved some of these customer matters more favorably than originally estimated but we cannot provide any assurance this will continue. As of December 31, 2006,
our allowance for credit memos totaled $3.2 million. If our allowance for credit memos, including identified specific customer matters, changed by 10%, our allowance for credit memos and revenues would change by approximately $0.3 million.



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Impairment Losses on Long-Lived Assets

We review our long-lived assets, including property and equipment and intangibles with definite lives for impairment when events or changes in
circumstances indicate the carrying value of such assets may not be recoverable. We also evaluate the useful life of our assets each reporting period, and if deemed to be shorter than originally estimated, would result in an increase in our annual
depreciation and/or amortization expense. We have not had reason to adjust our estimated lives on these assets.

The impairment review
consists of a comparison of the carrying value of the assets with the assets expected future undiscounted cash flows without interest costs. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and
exceeds its fair value. The carrying amount of a long-lived asset is deemed to not be recoverable if it exceeds the sum of its undiscounted cash flows. Estimates of expected future cash flows are managements best estimate based on reasonable
and supportable assumptions and projections. If actual market conditions are less favorable than those projected by management, asset impairment charges may be required. Management continues to evaluate overall industry and company-specific
circumstances and conditions to identify indicators of impairment. During the third quarter of 2004, indicators of impairment based on anticipated declines in call processing and the discontinuation of a carriers use of our access billing
services resulted in the company recording a $9.0 million impairment charge for certain capitalized software, which thereafter had a carrying value of $7.4 million. During the fourth quarter of 2004, we recorded an impairment charge of $5.1 million
on our customer base intangible assets resulting from a technology interoperability customers notification to us that it did not intend to renew its contract for these services. No impairment was recognized for the year ended December 31,
2006.

Impairment Losses on Goodwill and Trademark

We evaluate goodwill and our non-amortizable intangible assets, such as trademarks, for impairment at least annually, or more frequently if indicators of
impairment arise, in accordance with the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). Our evaluation consisted of measuring the trademark by using a discounted cash
flow model and comparing the fair value to the carrying value. An impairment loss would be recognized to the extent that the carrying amount exceeds the assets fair value. Our evaluation of goodwill is measured by a two-step impairment test.
The first step compares the fair value of our reporting unit, using a discounted cash flow model, with its carrying amount, including goodwill. If the carrying amount of our reporting unit exceeds its fair value, we then compare the implied fair
value of the reporting units goodwill with the carrying amount of that goodwill. An impairment loss would be recognized to the extent that the carrying amount of the reporting units goodwill exceeds the implied fair value of that
goodwill. Estimates of expected future cash flows represent managements best estimate based on reasonable and supportable assumptions and projections. If actual market conditions are less favorable than those projected by management, an
impairment loss may be required to be recognized. Management will continue to evaluate overall industry and company-specific circumstances and conditions as necessary. No impairment was recognized for the year ended December 31, 2006.

Restructuring

We have made estimates of the costs to be incurred as a part of our various restructuring plans. We have also made estimates in September 2004 related to our acquisition of IOS North America which was recorded as a part of our purchase
accounting. The payments related to this restructuring plan were completed in December 2006. In September 2005, we formulated a restructuring plan to eliminate redundant positions at our Syniverse Holdings Limited subsidiary. As a result, we
incurred $0.1 million in severance related costs in the third quarter of 2005. The payments related to this restructuring plan were completed in December 2005. In February 2006 and August 2006, we competed restructuring plans in our operations and
marketing groups. As a result, we incurred $1.0 million in severance related costs. As of December 31, 2006, our remaining restructuring accrual related to this plan was $0.2 million. We expect to pay the remaining restructuring costs in 2007.
The balance in this account at December 31, 2006 continues to represent our best estimate.



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Loss Contingencies

We are involved in asserted and unasserted claims, which arise in the ordinary course of our business. We routinely evaluate whether a loss is probable,
and if so, whether it can be estimated. Estimates are based on similar case law matters, consultation with subject matter experts and information obtained through negotiations with counter-parties. As such, accurately depicting the outcome of
pending litigation requires considerable judgment and is subject to material differences on final settlement. Accruals for probable losses are recorded in accrued expenses, or as a part of our allowance for credit memos if the dispute relates to a
customer matter. If our assessment of the probability is inaccurate, we may need to record additional accruals or reduce recorded accruals later. In addition, we may need to adjust our estimates of the probable loss amounts as further information is
obtained or we consider settlements. Historically, we have had few changes in estimates for these accruals. The most significant claim against us was the SBC Communications, Inc., d/b/a SBC Ameritech, SBC Southwestern Bell and SBC Pacific Bell
(collectively, SBC) claim in the amount of $7.2 million, which alleges that we overcharged SBC for services we provided to it. On August 23, 2006, all claims between SBC and Syniverse relating to this matter were settled resulting in a $1.4
million charge to our statement of operations during the third quarter of 2006.

Purchase Accounting

We have made estimates of the fair values of the assets acquired as of February 14, 2002, the Softwright Holdings, Ltd. acquisition in December 2003,
the acquisition of IOS North America in September 2004 and the acquisition of ITHL in June 2006, based primarily on appraisals from third parties and also based on certain internally generated information. If the subsequent actual and updated
projections of the underlying business activity change as compared to the underlying assumptions and projections used to develop these fair values, then we could experience impairment losses, as described above. In addition, we have estimated the
economic lives of certain of these assets and these lives were used to calculate depreciation and amortization expense. If our estimates of the economic lives change, then additional depreciation or amortization expense could be incurred on an
annual basis. If the estimates of the economic lives on the definite-lived intangible assets acquired as part of the above mentioned acquisitions were reduced by one year, our 2007 amortization expense would increase by approximately $1.4 million.

Income Taxes

We review our deferred tax assets on a regular basis to evaluate their recoverability based on projections of the turnaround timing of our deferred tax liabilities, projections of future taxable income, and tax planning strategies that we
might employ to utilize such assets, including net operating loss carryforwards. Unless it is more likely than not that we will recover such assets through the above means, we establish a valuation allowance. The effective tax rate
differs from the statutory tax rate due primarily to changes in the valuation allowance. Brience had incurred net operating losses since inception and hence was unable to recognize the benefit of these losses in its financial statements tax
provision.

Our fourth quarter results include a reversal of a significant portion of our deferred tax asset valuation allowance. A
valuation allowance, originally established in 2003 and adjusted annually thereafter, was recorded as we determined that the realization of those tax assets did not meet the more-likely-than-not criteria under accounting rules. In the fourth quarter
of 2006, based upon an evaluation of our most recent seven quarters of profitability and the expectation of continued net income, a $49.2 million tax benefit was recognized as we determined that we had met the more-likely-than-not criteria related
to certain net deferred tax assets. We continue to maintain a valuation allowance for certain other net deferred tax assets primarily associated with foreign and state net operating losses and capital loss carry forwards. The valuation allowance as
of December 31, 2005 and 2006 was $79.4 and $10.5 million, respectively.



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We have significant Federal net operating losses (NOLs) and capital losses totaling approximately $80.7
million and $0.9 million, respectively, many of which we succeeded to as a result of our merger with Brience. All of our NOLs remain subject to examination and adjustment by the Internal Revenue Service.

We do not believe that any of our NOLs are currently subject to any limitation under Section 382 of the Code. However, the NOLs acquired from
Brience are subject to the separate return limitation rules under the consolidated return regulations. As a result, these NOLs generally can be utilized only to offset income from the consolidated group of corporations or their successors that
generated such losses. In addition, under Section 382 of the Code, a corporation that undergoes an ownership change generally may utilize its pre-change NOLs only to the extent of an annual amount determined by multiplying the
applicable long-term tax-exempt rate by the equity value of such corporation. A corporation generally undergoes an ownership change if the percentage of stock of the corporation owned by one or more 5% stockholders has increased by more than 50
percentage points over a three-year period. We do not believe the consummation of our initial public offering resulted in an ownership change under Section 382 of the Code.

It is impossible for us to ensure that an ownership change will not occur in the future as changes in our stock ownership, some of which are outside of
our control, could result in an ownership change under Section 382 of the Code. For example, the sale by one or more 5% stockholders of our common stock and changes in the beneficial ownership of such stock could result in an ownership change
under Section 382 of the Code. Similarly, the exercise of outstanding stock options by our employees would count for purposes of determining whether we had an ownership change.

If we undergo an ownership change, our ability to utilize NOLs could be limited by Section 382 of the Code. The extent to which our use of our NOLs
would be limited depends on a number of legal and factual determinations, some of which may be subject to varying interpretations, including the date on which an ownership change occurs, the long-term tax exempt rate, whether the equity value of the
entire company or only one or more of its subsidiaries would be used in the application of the Section 382 limitation and the equity value of the company or such subsidiaries, as applicable. If it is determined that an ownership change has
occurred prior to July 23, 2005, there is a significant risk that the amount of NOLs acquired from Brience that would be useable in any one year after the ownership change would be severely limited. If the limitation were significant, our
limited ability to use these NOLs to offset future taxable income could materially increase our future U.S. federal income tax liability.

Stock-Based Compensation

We use the fair value of our company and of our common stock in determining the amount we
are required to recognize as compensation expense as a result of any of our stock option grants.

Prior to February 10, 2005, the date
of our initial public offering, we determined the fair value of our company and the underlying value of the shares of our common stock based on internally-generated valuations which we prepared contemporaneously with our stock option grants in the
first and third quarters of 2004. We used the income approach using the discounted cash flow methodology and we believe that our methodologies were comparable to those that a third party would use. Our board of directors established the exercise
price of all options issued under our stock option plans significantly above the fair value that the board of directors determined for the underlying common stock using the discounted cash flow methodology. For these reasons, we did not obtain
contemporaneous externally-prepared valuations by a third-party valuation specialist.

We selected underwriters for our initial public
offering in October 2004 and did not grant any stock options through February 10, 2005, the date of our initial public offering. In January 2005, we received offering price range indications from the underwriters that were derived using
multiple valuation approaches, including the trailing twelve months (TTM) EBITDA comparable company approach. Based upon our discussions with the underwriters, we believed that at the time the TTM EBITDA comparable company approach was a
more



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appropriate methodology for valuing our company and our common stock since we were in the process of offering our common stock to the public. This market
approach methodology is preferable to the income approach for a company pursuing a public offering because it relies on and uses data generated by actual public company performance and the resulting trading prices and is also less susceptible to the
uncertainties of future projections. As a result, in January 2005 we retrospectively reassessed the values of our common stock at the various option grant dates utilizing the TTM EBITDA comparable company approach.

To retrospectively determine the value of our common stock, we calculated the TTM EBITDA multiples of the companies that we and our underwriters
determined to be our publicly traded comparables. The comparable companies are Alliance Data Systems, Automatic Data Processing, Bisys Group, Certegy, First Data, Global Payments, iPayment, Paychex, TNS and Total Systems Services. We calculated the
TTM EBITDA multiples of each comparable company using data from these companies SEC filings and other publicly available sources. For each period, we used our comparable companies median TTM EBITDA multiple and applied a marketability
discount to determine the value of our common stock. Inherent in this methodology is the positive impact that any increase in the comparable companies median TTM EBITDA multiple has on the value of our common stock. Increases in our common
stock value as a result of any such changes in comparable company multiples is independent of our financial performance. The marketability discount, or discount for lack of marketability, reflected our prospects for completing a public offering of
our common stock, the risk or volatility of our enterprise and our concentration of ownership. We decreased this discount each quarter throughout 2004 as our financial performance improved throughout the year and the prospects for an initial public
offering for our company improved.

The following summarizes our grants of stock options during the year ended December 31, 2004.
Because the exercise price of all options granted during the period exceeded the estimated fair value of the underlying common stock, none of these grants resulted in the recognition of compensation expense.



|                                           |  |                                        |       |                                                                                      |   |                                  |  |        
|------------------------------------------ |  | -------------------------------------- | ----- | ------------------------------------------------------------------------------------ | - | -------------------------------- |  | -------
|                                           |  | Exercise PricePer Share ofCommon Stock |       | ReassessedWeighted-AverageFair Value PerShare
of CommonStock UsingTTM EBITDAMultiple |   | Numberof SharesSubjectto Options
|First quarter 2004                         |  | $                                      | 12.43 |                                                                                      | $ | 4.41                             |  | 83,535 
|Second quarter 2004                        |  |                                        | N/A   |                                                                                      |   | N/A                              |  | N/A    
|Third quarter 2004                         |  | $                                      | 12.43 |                                                                                      | $ | 12.01                            |  | 73,270 
|Fourth quarter 2004                        |  |                                        | N/A   |                                                                                      |   | N/A                              |  | N/A    
|                                           |  |                                        |       |                                                                                      |   |                                  |  |        
|Total for the year ended December 31, 2004 |  |                                        |       |                                                                                      |   |                                  |  | 156,805
|                                           |  |                                        |       |                                                                                      |   |                                  |  |        

For a further discussion of our current stock valuation methods and treatment of stock based
compensation see our discussions titled Significant Factors, Assumptions and Methodologies Used in Determining Fair Value of Our Common Stock and Recent Accounting Pronouncements in the sections below.

Significant Factors, Assumptions and Methodologies Used in Determining Fair Value of Our Common Stock

For the year ended December 31, 2003, our revenues and EBITDA were $268.3 million and $104.5 million, respectively, excluding the pre-acquisition
results of Brience, restructuring charges and impairment losses on intangible assets. This represented a 19% annual decline in revenues and a 16% annual decline in EBITDA from the year ended December 31, 2002. Our companys declining
performance was the result of a number of factors, including declines in revenues from several key customers including Verizon Wireless, competitive pricing pressures and the continued decline in revenues from our Call Processing Services.
Furthermore, WLNP had only recently been implemented in November 2003 and consumer adoption rates for this service were still uncertain. At the end of 2003, the wireless telecommunications industry also continued to suffer from financial
difficulties,



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which curtailed demand for our new service offerings, increased pricing pressure on us and reduced our customers growth expectations. In addition, at
the end of 2003, there was weak public market demand for wireless telecommunications services companies.

During the first nine months of
2004, giving pro forma effect to the IOS North America acquisition, our revenues and EBITDA increased to $263.1 million and $105.2 million, respectively, excluding the pre-acquisition results of Brience, restructuring charges and impairment losses
on intangible assets, or a 33% and 32% increase over the same period of 2003. The reasons for our improved financial performance include strong technology interoperability and network services transaction volume growth, an improving pricing
environment for our services, the rapid growth of WLNP services and the successful acquisition of IOS North America from EDS. Furthermore, the improved financial position and market environment for our customers and the signing of several new
international customers supported an improved outlook for our business.

During the fourth quarter of 2004, our financial performance
continued to significantly improve. Our revenues and EBITDA increased during the quarter due to the completion of the IOS acquisition, strong clearinghouse transaction processing volume growth and increases in network services messaging volumes. In
addition, we also signed domestic and international Wi-Fi services contracts, including a contract with a major U.S. carrier. During the quarter, we also achieved a significant international expansion milestone by successfully signing our first
major European clearinghouse contract. By the end of 2004, public markets for wireless telecommunications services companies also rebounded.

Recent
Accounting Pronouncements

In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154, Accounting Changes
and Error Corrections(SFAS 154), a replacement of Accounting Principles Board (APB) Opinion No. 20, Accounting Changes, and Statement of Financial Accounting Standard No. 3, Reporting Accounting Changes in Interim
Financial Statements. SFAS 154 changes the requirements for the accounting for and the reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles required recognition by recording a cumulative
effect adjustment within net income in the period of change. SFAS 154 requires retrospective application to prior periods financial statements, unless it is impracticable to determine either the specific period effects or the cumulative
effect of the change. SFAS 154 was effective January 1, 2006. The adoption of SFAS 154 did not have an impact on our financial position or results of operation.

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which
requires companies to account for share-based compensation using a fair-value method and recognize the expense in the consolidated statement of income. Using the modified-prospective-transition method, stock compensation cost recognized beginning
January 1, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of
Statement of Financial Accounting Standards (SFAS) 123, Accounting for Stock-Based Compensation (SFAS 123) and (b) compensation cost for all share-based payments granted on or subsequent to January 1, 2006, based on the grant-date fair
value estimated in accordance with the provisions of SFAS 123(R). See Note 3Summary of Significant Accounting Policiesin these financial statements, and Note 6Stock-Based Compensationfor additional information.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of Statement of
Financial Accounting Standard No. 109, Accounting for Income Taxes. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This interpretation also provides guidance on derecognition, interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN 48 are effective starting January 1,
2007. We are currently evaluating the impact, if any, that FIN 48 will have on our financial position or results of operations.



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In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value
Measurements (SFAS 157). SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information
used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective January 1, 2008. We have not yet evaluated the impact, if any, that
SFAS 157 will have on our financial position or results of operations.

Contractual Obligations and Commitments

As of December 31, 2006, our contractual obligations consist only of our debt and operating leases. We do not have a pension plan or other long-term
employee benefit plan. Our contracts with certain of our technology service providers, which range in length from 12 months to 60 months, have no minimum payment requirements.



|                                                  |  |                        |         |                  |   |              |  |              |        |                   |   |        |  |   |        
|------------------------------------------------- |  | ---------------------- | ------- | ---------------- | - | ------------ |  | ------------ | ------ | ----------------- | - | ------ |  | - | -------
|Contractual Obligations                           |  | Total                  |         | Less Than 1 Year |   | 2 to 3 Years |  | 4 to 5 Years |        | More Than 5 Years
|                                                  |  | (dollars in thousands)
|Long-term debt obligations including interest (1) |  | $                      | 449,968 |                  | $ | 24,629       |  | $            | 48,961 |                   | $ | 48,564 |  | $ | 327,814
|Operating lease obligations                       |  |                        | 58,392  |                  |   | 7,437        |  |              | 11,965 |                   |   | 10,158 |  |   | 28,832 
|Purchase obligations (2)                          |  |                        | 7,654   |                  |   | 4,506        |  |              | 2,475  |                   |   | 673    |  |   |       
|                                                  |  |                        |         |                  |   |              |  |              |        |                   |   |        |  |   |        
|Total                                             |  | $                      | 516,014 |                  | $ | 36,572       |  | $            | 63,401 |                   | $ | 59,395 |  | $ | 356,646
|                                                  |  |                        |         |                  |   |              |  |              |        |                   |   |        |  |   |        

---

|(1) | The interest rate on Term Note B is at LIBOR plus 1.75%, with LIBOR assumed to be 5.37%.
|--- | ----------------------------------------------------------------------------------------

|(2) | Amounts represent primarily purchase obligations for equipment and services. Certain of these obligations represent fees that we would incur if we were to cancel or terminate the
underlying purchase agreement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

We have also used off-balance sheet financing in recent years primarily in the form of operating leases for facility space and some equipment leasing and
we expect to continue these practices. We do not use any other type of joint venture or special purpose entities that would create off-balance sheet financing. We believe that our decision to lease our office space is similar to that used by many
other companies of our size.

Forward-Looking Statements

We have made forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 in this report. The words believes,
anticipates, plans, expects, intends, estimates and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Interest Rate Market Risk

We are exposed to changes in interest rates on our new senior credit facility. Our new
senior credit facility is variable rate debt. Interest rate changes therefore generally do not affect the market value of such debt but do impact the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other
factors are held constant. On March 13, 2007, we had $136.6 million of variable rate debt outstanding on our new senior credit facility. Holding other variables constant, including levels of indebtedness, a one percentage point increase in
interest rates on our variable debt would have had an estimated impact on pre-tax earnings and cash flows for the next year of approximately $1.4 million. Under the terms of the new senior credit facility at least 25% of our funded debt must bear
interest that is effectively fixed. As a result, we may from time to time be required to enter into interest rate protection agreements establishing a fixed maximum interest rate with respect to a portion of our total indebtedness.



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As of December 31, 2005 and 2006, we had variable rate debt of approximately $178.3 million and
$136.6 million, respectively.

Foreign Currency Market Risk

We are exposed to foreign currency risk in certain circumstances. Certain of our international clients currently pay us in Euros and pounds sterling.
Foreign currency fluctuations had an immaterial impact on our December 31, 2006 financial position and results of operations. This could change in future periods due to our acquisition of ITHL, which has as its functional currency the Hong Kong
dollar and has contractual arrangements with multiple customers that are collectible and payable in currencies other than the functional currency, which could result in significant currency gains or losses. At this time, we have not entered into any
arrangements to hedge our risks from foreign currency.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

Our
financial statements required by this item are set forth as a separate section of this Annual Report on Form 10-K. See page 63 for a listing of financial statements provided in the section titled Financial Statements.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

Not applicable.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports
under the Securities Exchange Act of 1934, as amended (the Exchange Act), are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this
Annual Report on Form 10-K, as of December 31, 2006, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures are effective as of December 31, 2006.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control
over financial reporting.

Managements Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act
Rules13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of



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our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (3) provide reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management,
including the CEO and CFO, our management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2006 based on the criteria established in a report entitled Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that we maintained effective internal control over financial reporting as of December 31,
2006.

Managements assessment of and conclusion on the effectiveness of internal control over financial reporting does not include
the internal controls of Interactive Technologies Holdings Limited (ITHL), acquired on June 16, 2006. ITHL, which is included in the 2006 consolidated financial statements of Syniverse Holdings, Inc., constituted $60.8 million (8%) and $48.1 million
(12%) of total and net assets, respectively, as of December 31, 2006 and $17.8 million (5%) and $3.1 million (3%) of revenues and net income, respectively, for the year then ended.

Ernst & Young LLP, our independent registered public accounting firm, audited our managements assessment of the effectiveness of internal
control over financial reporting and, based on that audit, issued the report set forth below.

Report of Independent Registered Certified
Public Accounting Firm

The Board of Directors and Stockholders

Syniverse Holdings, Inc.

We have audited managements assessment, included in the accompanying
Managements Annual Report on Internal Control over Financial Reporting, included at Item 9A, that Syniverse Holdings, Inc. maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Syniverse Holdings, Inc.s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the companys
internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in



60



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accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Managements Annual Report on Internal Control over Financial Reporting, managements assessment of and
conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Interactive Technologies Holdings Limited, which is included in the 2006 consolidated financial statements of Syniverse Holdings,
Inc. and constituted $60.8 million (8%) and $48.1 million (12%) of total and net assets, respectively, as of December 31, 2006 and $17.8 million (5%) and $3.1 million (3%) of revenues and net income, respectively, for the year then ended. Our audit
of internal control over financial reporting of Syniverse Holdings, Inc., also did not include an evaluation of the internal control over financial reporting of Interactive Technologies Holdings Limited.

In our opinion, managements assessment that Syniverse Holdings, Inc. maintained effective internal control over financial reporting as of December
31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Syniverse Holdings, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based
onthe COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Syniverse Holdings, Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period
ended December 31, 2006, of Syniverse Holdings, Inc. and our report dated March 8, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Tampa, Florida

March 8,
2007



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

In December 2006, our Board of
Directors named Robert J. Marino non-executive Chairman of the Board effective December 31, 2006. Mr. Marino succeeded G. Edward Evans, who left the company at the end of 2006.



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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

We will provide information relating to our directors and executive officers under the captions Proposal 1 Election of DirectorsNominees, and Executive Compensation and Other Information, in our
proxy statement for the 2007 annual meeting of stockholders to be held on May 8, 2007. We will provide information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 by our directors and executive officers
and beneficial owners of more than 10% of our common stock under the caption Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy Statement. All of the preceding information is incorporated in this Item 10 by
reference.

Resignation of Executive Officer

On March 13, 2007, Syniverse Holdings, Inc. (the Company) announced that Raymond L. Lawless will resign as chief financial officer of the Company, effective as of May 31, 2007 (the Separation Date). In connection
with Mr. Lawless resignation, he and the Company entered into a separation agreement (the Separation Agreement), pursuant to which Mr. Lawless will serve as a consultant to the Company for twelve months following the Separation
Date (the Consulting Period). During the Consulting Period, Mr. Lawless will be compensated at a rate equal to his annual base salary in effect as of the Separation Date. All unvested options and restricted shares previously granted to
Mr. Lawless will be forfeited (other than options due to vest May 12, 2007 and restricted shares due to vest June 6, 2007 which will vest as of the Separation Date). Additionally, under certain circumstances, if the Company accelerates the vesting
of options outstanding under the 2006 Long-Term Equity Incentive Plan within one year of the Separation Date, Mr. Lawless will be eligible to receive certain payments. A copy of the Separation Agreement is filled as Exhibit 10.34 to this Annual
Report on Form 10-K, and is incorporated herein by reference.

Code of Ethics

We have adopted a Code of Ethics that applies to all employees. A copy of our Code of Ethics is available on our website www.syniverse.com, under the
heading Corporate Governance, free of charge.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

We will provide information
relating to executive compensation under the captions ProposalElection of DirectorsDirector Compensation, Executive Compensation and Other Information and Compensation Committee Interlocks and Insider
Participation in the Proxy Statement. That information is incorporated in this Item 11 by reference.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

We will provide information regarding ownership of our common stock by specified persons under the captions Equity Compensation Plans,
Summary Compensation Table and Security Ownership of Certain Beneficial Owners and Management  in the Proxy Statement. That information is incorporated in this Item 12 by reference.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

We
will provide information regarding certain transactions and business relationships with management, directors and others under the caption Certain Transactions in the Proxy Statement. That information is incorporated in this Item 13
by reference.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

We will
provide information regarding the fees we paid to our independent auditors, Ernst & Young LLP, during the last two fiscal years and certain other related information under the caption Independent Public Accounting FirmServices
and Fees of Ernst & Young LLP in our Proxy Statement. That information is incorporated in this Item 14 by reference.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES [TO BE UPDATED]
|-------- | ----------------------------------------------------------



|    |  |                                                            |  |     
|--- |  | ---------------------------------------------------------- |  | ----
|    |  |                                                            |  | Page
|(a) |  | 1. Index to Financial Statements                           |  |     
|    |  | Report of Independent Registered Public Accounting Firm    |  | 68  
|    |  | Consolidated Balance Sheets                                |  | 69  
|    |  | Consolidated Statements of Operations                      |  | 70  
|    |  | Consolidated Statements of Changes in Stockholders Equity |  | 71  
|    |  | Consolidated Statements of Cash Flows                      |  | 72  
|    |  | Notes to Consolidated Financial Statements                 |  | 73  
|    |  | 2. Financial Statement Schedule                            |  |     
|    |  | Schedule IIValuation and Qualifying Accounts              |  | 109 

All other schedules have been omitted since the required information is not present in amounts
sufficient to require submission of the schedule, or because the information required is included in our consolidated financial statements or note thereto.

(b) The following is a list of exhibits required by Item 601 of Regulation S-K to be filed as part of this Report. Where so indicated by footnote, exhibits that were previously filed are incorporated by reference.



|            |  |                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                   
|            | 
|3.1         |  | Restated Certificate of Incorporation of TSI Telecommunication Services Inc. (n/k/a Syniverse Technologies, Inc.) (1)                                                                                                                                         
|            | 
|3.1.1       |  | Certificate of Amendment of Restated Certificate of Incorporation of Syniverse Technologies, Inc. (3)                                                                                                                                                         
|            | 
|3.2         |  | Bylaws of Syniverse Technologies, Inc. (1)                                                                                                                                                                                                                    
|            | 
|3.3         |  | Second Amended and Restated Certificate of Incorporation of Syniverse Holdings, Inc. (4)                                                                                                                                                                      
|            | 
|3.4         |  | Amended and Restated Bylaws of Syniverse Holdings, Inc. (4)                                                                                                                                                                                                   
|            | 
|4.1         |  | Amendment No. 1 to Limited Liability Company Agreement and Dissolution Agreement dated as of February 9, 2005, by and among Syniverse Holdings, Inc., Syniverse Holdings, LLC and certain of
its members. (5)                                                 
|            | 
|4.2         |  | Form of Certificate of Common Stock of Syniverse Holdings, Inc. (4)                                                                                                                                                                                           
|            | 
|4.3         |  | Purchase Agreement, dated August 18, 2005, among Syniverse Technologies, Inc., Syniverse Holdings, Inc., Syniverse Technologies of Virginia, Inc., Syniverse Brience, LLC, Lehman Brothers
Inc. and Deutsche Bank Securities Inc. (13)                        
|            | 
|4.4         |  | Indenture, dated August 24, 2005, among Syniverse Technologies, Inc., Syniverse Holdings, Inc., Syniverse Technologies of Virginia, Inc., Syniverse Brience, LLC and The Bank of New York
Trust Company, N.A. (13)                                            
|            | 
|4.5         |  | Exchange and Registration Rights Agreement, dated August 24, 2005, among Syniverse Technologies, Inc., Syniverse Holdings, Inc., Syniverse Technologies of Virginia, Inc., Syniverse Brience,
LLC, Lehman Brothers Inc. and Deutsche Bank Securities Inc. (13)
|            | 
|4.6         |  | Notation of Guarantee, dated August 24, 2005 by Syniverse Holdings, Inc, Syniverse Technologies of Virginia, Inc. and Syniverse Brience, LLC with respect to the Rule 144A 73/4% Global Note. (14)                                                            



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|4.7         |  | Notation of Guarantee, dated August 24, 2005 by Syniverse Holdings, Inc, Syniverse Technologies of Virginia, Inc. and Syniverse Brience, LLC with respect to the Regulation S 7 3/4% Global Note. (14)                                                                                                                                                                                                                     
|            | 
|4.8         |  | Form of 7 3/4% Exchange Note. (14)                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.1        |  | Credit Agreement, dated February 15, 2005, among Syniverse Holdings, Inc., Syniverse Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, Lehman Brothers
Inc., as Lead Arranger and Book Manager, LaSalle Bank Association as syndication and agent, and Lehman Commercial Paper Inc., as Administrative Agent. (6)                                                                    
|            | 
|10.2        |  | Guarantee and Collateral Agreement, dated February 15, 2005, among Syniverse Holdings, Inc., Syniverse Technologies Inc. and certain of their respective Subsidiaries, and Lehman Commercial
Paper Inc., as Administrative Agent. (6)                                                                                                                                                                                      
|            | 
|10.3        |  | Stock Purchase Agreement, dated February 14, 2002, by and between Syniverse Holdings, Inc. and Syniverse Holdings, LLC as amended by that certain Amendment No. 1 to Stock Purchase
Agreement, dated February 9, 2005, by and among Syniverse Holdings, Inc., Syniverse Holdings, LLC, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Capital Partners, L.P. and GTCR Co-Invest, L.P. (1)(5)                             
|            | 
|10.4        |  | Registration Agreement, dated February 14, 2002, among Syniverse Holdings, LLC, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest L.P., G. Edward Evans, Raymond L. Lawless, Robert
Clark, Robert Garcia, Jr., Douglas Meyn, Gilbert Mosher, Wayne Nelson, Michael OBrien, Christine Wilson Strom, Paul Wilcock, Rajesh Shah, Christian Schiller, Arnis Kins, John Kins and Snowlake Investment Pte Ltd. (1)     
|            | 
|10.5        |  | Intellectual Property Agreement, dated February 14, 2002, among Verizon Information Services, Inc., Verizon Communications Inc. and Syniverse Technologies, Inc. (1)                                                                                                                                                                                                                                                       
|            | 
|10.6       |  | Syniverse Holdings, Inc. Amended and Restated Founders Stock Option Plan. (12)                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.7       |  | Syniverse Holdings, Inc. Amended and Restated Non-employee Directors Stock Option Plan. (12)                                                                                                                                                                                                                                                                                                                               
|            | 
|10.8       |  | Syniverse Holdings, Inc. Amended and Restated 2003 Non-Employee Director Compensation Plan. (12)                                                                                                                                                                                                                                                                                                                           
|            | 
|10.9        |  | Contribution Agreement, dated as of July 23, 2003, by and among GTCR Fund VII, L.P., GTCR Co-Invest, L.P., and Syniverse Holdings, LLC. (7)                                                                                                                                                                                                                                                                                
|            | 
|10.10       |  | Asset Purchase Agreement among Syniverse Technologies, Inc., Electronic Data Systems Corporation and EDS Information Services LLC, dated as of August 25, 2004. (8)                                                                                                                                                                                                                                                        
|            | 
|10.11       |  | Agreement for the purchase and sale of Softwright Holdings Limited, dated December 19, 2003, among Syniverse Technologies, Inc. and the persons set out in Schedule I thereto.
(9)                                                                                                                                                                                                                                         
|            | 
|10.12       |  | Contribution Agreement dated as of November 11, 2004 by and between Syniverse Holdings, LLC and Syniverse Holdings, Inc. (11)                                                                                                                                                                                                                                                                                              
|            | 
|10.13       |  | Contribution Agreement dated as of November 11, 2004 by and between Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (11)                                                                                                                                                                                                                                                                                         
|            | 
|10.14      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and
G. Edward Evans as amended by that certain Amendment No. 1 to Amended and Restated Senior Management Agreement, dated as of March 21, 2005 by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and G. Edward Evans.
(5)(2)
|            | 
|10.15      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Raymond L.
Lawless. (5)                                                                                                                                                                                                                   



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|            |  |                                                                                                                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                               
|            | 
|10.16      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Paul A.
Wilcock. (5)                                                                                     
|            | 
|10.17      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Michael J.
OBrien. (5)                                                                                  
|            | 
|10.18      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Wayne G.
Nelson. (5)                                                                                     
|            | 
|10.19      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Gilbert L.
Mosher. (5)                                                                                   
|            | 
|10.20      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Robert F.
Garcia, Jr. (5)                                                                                
|            | 
|10.21      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Charles A.
Drexler. (5)                                                                                  
|            | 
|10.22      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Linda
Hermansen. (5)                                                                                     
|            | 
|10.23      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Eugene
Bergen Henegouwen. (5)                                                                            
|            | 
|10.24      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Paul Carrao.
(5)                                                                                         
|            | 
|10.25       |  | Office Lease, dated as of February 28, 2005, by and between 581 Highwoods, L.P. and Syniverse Technologies, Inc. (12)                                                                                                                                                                     
|            | 
|10.26      |  | Amendment No. 2 to Amended and Restated Senior Management Agreement, dated as of January 9, 2005, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and
G. Edward Evans. (15)                                                                                        
|            | 
|10.27      |  | Senior Management Agreement, dated as of January 9, 2005, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Tony G. Holcombe. (15)                                                                                                                               
|            | 
|10.28      |  | Senior Management Agreement, dated as of April 3, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Nancy J. White. (16)                                                                                                                                   
|            | 
|10.29      |  | Share Purchase Agreement, dated as of June 16, 2006, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc., Interactive Technology Holdings Limited and each of Raymond Cheung,
Kenneth Wong, Peter Chan, DBS Nominees Pte Ltd and Seavi Advent Venture Management Pte. (17)
|            | 
|10.30      |  | Senior Management Agreement, dated as of August 7, 2006, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Leigh Hennen. (17)                                                                                                                                       
|            | 
|10.31      |  | Form of Amended and Restated Restricted Stock Grant Agreement. (18)                                                                                                                                                                                                                       
|            | 
|10.32      |  | Form of Amended and Restated Non-Qualified Stock Option Award Agreement. (19)                                                                                                                                                                                                             



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|            |  |                                                                                                                                                        
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                            
|            | 
|10.33      |  | Syniverse Holding Inc. 2006 Long-Term Equity Incentive Plan. (20)                                                                                      
|            | 
|*10.34      |  | Executive Separation Agreement, dated as of March 12, 2007, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Raymond L. Lawless.
|            | 
|*12.1       |  | Computation of ratio of earnings to fixed charges.                                                                                                     
|            | 
|*21.1       |  | Subsidiaries of Syniverse Holdings, Inc.                                                                                                               
|            | 
|*23.1       |  | Consent of Ernst & Young LLP, independent registered certified public accountants.                                                                     
|            | 
|*31.1       |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.                                               
|            | 
|*31.2       |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.                                               
|            | 
|*32.1       |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.                                               
|            | 
|*32.2       |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.                                               

---

|(1) | Incorporated by reference to the Registrants Registration Statement on Form S-4 (Registration No. 333-88168).
|--- | --------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registrants Current Report on Form 8-K dated March 21, 2005.
|--- | ----------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Syniverse Holdings, Inc.s Registration Statement on Form S-1/A (Registration No. 333-120444).
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated February 7, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Registrants Current Report on Form 8-K dated February 15, 2005.
|--- | ---------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated July 23, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated September 30, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated November 19, 2004.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated November 11, 2004.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to Syniverse Holdings, Inc. and Syniverse Technologies, Inc.s Annual Report on Form 10-Kfor the fiscal year ended December 31, 2004.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to the Registrants Current Report on Form 8-K filed on August 24, 2005.
|---- | --------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to the Registrants Registration Statement on Form S-4 (Registration No. 333-129186).
|---- | ---------------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to Registrants Current Report on Form 8-K dated January 9, 2006.
|---- | -------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to Registrants Current Report on Form 8-K dated April 3, 2006.
|---- | -----------------------------------------------------------------------------------------

|(17) | Incorporated by reference to Registrants Current Report on Form 8-K dated June 16, 2006.
|---- | -----------------------------------------------------------------------------------------

|(18) | Incorporated by reference to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
|---- | -----------------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to Registrants Current Report on Form 8-K dated August 3, 2006.
|---- | ------------------------------------------------------------------------------------------

|(20) | Incorporated by reference to Registrants Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Stockholders.
|---- | ----------------------------------------------------------------------------------------------------------------------

| | Compensatory plan or agreement.
|- | -------------------------------

|* | Filed herewith.
|- | ---------------



66



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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

SYNIVERSE HOLDINGS, INC.



|                                                                                                                          |  |   
|------------------------------------------------------------------------------------------------------------------------- |  | --
|                                                                                                                          | 
|Consolidated Financial Statements                                                                                         |  |   
|                                                                                                                          | 
|Report of Independent Registered Public Accounting Firm                                                                   |  | 68
|                                                                                                                          | 
|Consolidated Balance Sheets as of December 31, 2005 and 2006                                                              |  | 69
|                                                                                                                          | 
|Consolidated Statements of Operations for years ended December 31, 2004, 2005 and 2006                                    |  | 70
|                                                                                                                          | 
|Consolidated Statements of Changes in Stockholders Equity (Deficit) for the years ended December 31, 2004, 2005 and 2006 |  | 71
|                                                                                                                          | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2005 and 2006                                |  | 72
|                                                                                                                          | 
|Notes to Consolidated Financial Statements                                                                                |  | 73



67



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REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Syniverse Holdings, Inc.

We have audited the accompanying
consolidated balance sheets of Syniverse Holdings, Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period ended
December 31, 2006. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to
above present fairly, in all material respects, the consolidated financial position of Syniverse Holdings, Inc. at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the
period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as whole,
presents fairly in all material respects the information set forth herein.

We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the effectiveness of Syniverse Holdings, Inc.s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2007, expressed an unqualified opinion thereon.



/s/    ERNST & YOUNG LLP


Tampa, Florida

March 8, 2007



68



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SYNIVERSE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)



|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                                  |  | December 31,2005 |          |   | December 31,2006 |  
|ASSETS                                                                                                                                                                                                                                            |  |                  |          |   |                  |   |         |  
|Current assets:                                                                                                                                                                                                                                   |  |                  |          |   |                  |   |         |  
|Cash                                                                                                                                                                                                                                              |  | $                | 49,294   |   |                  | $ | 26,704  |  
|Accounts receivable, net of allowances of $1,067 and $1,117, respectively                                                                                                                                                                         |  |                  | 61,735   |   |                  |   | 69,163  |  
|Prepaid and other current assets                                                                                                                                                                                                                  |  |                  | 4,379    |   |                  |   | 10,137  |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                              |  |                  | 115,408  |   |                  |   | 106,004 |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Property and equipment, net                                                                                                                                                                                                                       |  |                  | 43,426   |   |                  |   | 42,880  |  
|Capitalized software, net                                                                                                                                                                                                                         |  |                  | 52,674   |   |                  |   | 51,803  |  
|Deferred costs, net                                                                                                                                                                                                                               |  |                  | 6,218    |   |                  |   | 4,842   |  
|Goodwill                                                                                                                                                                                                                                          |  |                  | 362,065  |   |                  |   | 393,662 |  
|Identifiable intangibles, net                                                                                                                                                                                                                     |  |                  | 190,327  |   |                  |   | 182,254 |  
|Other assets                                                                                                                                                                                                                                      |  |                  | 1,240    |   |                  |   | 2,702   |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Total assets                                                                                                                                                                                                                                      |  | $                | 771,358  |   |                  | $ | 784,147 |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                              |  |                  |          |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                                                              |  |                  |          |   |                  |   |         |  
|Accounts payable                                                                                                                                                                                                                                  |  | $                | 4,862    |   |                  | $ | 8,591   |  
|Accrued payroll and related benefits                                                                                                                                                                                                              |  |                  | 11,738   |   |                  |   | 5,142   |  
|Accrued interest                                                                                                                                                                                                                                  |  |                  | 5,618    |   |                  |   | 5,206   |  
|Other accrued liabilities                                                                                                                                                                                                                         |  |                  | 21,067   |   |                  |   | 36,461  |  
|12 3/4% senior subordinated notes due 2009, net of discount                                                                                                                                                                                       |  |                  | 14,469   |   |                  |   |        |  
|Current portion of Term Note B                                                                                                                                                                                                                    |  |                  | 1,801    |   |                  |   | 1,393   |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                         |  |                  | 59,555   |   |                  |   | 56,793  |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Long-term liabilities:                                                                                                                                                                                                                            |  |                  |          |   |                  |   |         |  
|Deferred tax liabilities                                                                                                                                                                                                                          |  |                  | 36,186   |   |                  |   | 1,900   |  
|7 3/4% senior subordinated notes due 2013                                                                                                                                                                                                         |  |                  | 175,000  |   |                  |   | 175,000 |  
|Term Note B, less current maturities                                                                                                                                                                                                              |  |                  | 176,524  |   |                  |   | 135,168 |  
|Other long-term liabilities                                                                                                                                                                                                                       |  |                  | 1,454    |   |                  |   | 492     |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Total long-term liabilities                                                                                                                                                                                                                       |  |                  | 389,164  |   |                  |   | 312,560 |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Commitments and contingencies                                                                                                                                                                                                                     |  |                  |          |   |                  |   |         |  
|                                                                                                                                                                                                                                                  |  |                 
|Stockholders' equity:                                                                                                                                                                                                                             |  |                  |          |   |                  |   |         |  
|Preferred stock, $0.001 par value; 300,000 shares authorized; no shares issued                                                                                                                                                                    |  |                  |         |   |                  |   |        |  
|Common stock, $0.001 par value; 100,300,000 shares authorized; 67,667,819 shares issued and 67,370,851 shares outstanding and 68,419,194
shares issued and 68,039,075 shares outstanding at December 31, 2005 and December 31, 2006, respectively |  |                  | 68       |   |                  |   | 68      |  
|Additional paid-in capital                                                                                                                                                                                                                        |  |                  | 457,165  |   |                  |   | 459,125 |  
|Accumulated deficit                                                                                                                                                                                                                               |  |                  | (134,501 | ) |                  |   | (44,777 | )
|Accumulated other comprehensive income (loss)                                                                                                                                                                                                     |  |                  | (70      | ) |                  |   | 406     |  
|Common stock held in treasury, at cost; 296,968 and 380,119 shares at December 31, 2005 and December 31, 2006,
respectively                                                                                                                       |  |                  | (23      | ) |                  |   | (28     | )
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                                                                        |  |                  | 322,639  |   |                  |   | 414,794 |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                                        |  | $                | 771,358  |   |                  | $ | 784,147 |  
|                                                                                                                                                                                                                                                  |  |                  |          |   |                  |   |         |  

See Notes to Consolidated Financial Statements.



69



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SYNIVERSE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)



|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                                                                 |  | Years Ended December 31, |        
|                                                                                                                                                 |  | 2004                     |         |   | 2005 |   |         | 2006 | 
|Revenues (including $1,462, $959 and $0 from affiliate, respectively)                                                                            |  | $                        | 332,403 |   |      | $ | 341,791 |      |  | $ | 337,019 |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Costs and expenses:                                                                                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Cost of operations (excluding depreciation and amortization shown separately below and including $195, $294 and $0 from affiliate,
respectively) |  |                          | 138,484 |   |      |   | 129,190 |      |  |   | 134,641 |  
|Sales and marketing                                                                                                                              |  |                          | 20,244  |   |      |   | 23,344  |      |  |   | 25,446  |  
|General and administrative (including $500, $83 and $0 from affiliate, respectively)                                                             |  |                          | 41,774  |   |      |   | 49,396  |      |  |   | 58,508  |  
|Depreciation and amortization                                                                                                                    |  |                          | 41,972  |   |      |   | 46,815  |      |  |   | 41,172  |  
|Restructuring                                                                                                                                    |  |                          | 289     |   |      |   | 143     |      |  |   | 1,006   |  
|Impairment losses on intangible assets                                                                                                           |  |                          | 14,056  |   |      |   |        |      |  |   |        |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                                                                                 |  |                          | 256,819 |   |      |   | 248,888 |      |  |   | 260,773 |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Operating income                                                                                                                                 |  |                          | 75,584  |   |      |   | 92,903  |      |  |   | 76,246  |  
|                                                                                                                                                 |  |                          |        
|Other income (expense), net:                                                                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|Interest income                                                                                                                                  |  |                          | 1,148   |   |      |   | 1,957   |      |  |   | 1,824   |  
|Interest expense                                                                                                                                 |  |                          | (52,928 | ) |      |   | (34,647 | )    |  |   | (27,328 | )
|Loss on extinguishment of debt                                                                                                                   |  |                          |        |   |      |   | (42,804 | )    |  |   | (924    | )
|Other, net                                                                                                                                       |  |                          | (12     | ) |      |   | 1,436   |      |  |   | 332     |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                                                                                 |  |                          | (51,792 | ) |      |   | (74,058 | )    |  |   | (26,096 | )
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Income before provision for (benefit from) income taxes                                                                                          |  |                          | 23,792  |   |      |   | 18,845  |      |  |   | 50,150  |  
|Provision for (benefit from) income taxes                                                                                                        |  |                          | 8,729   |   |      |   | 9,041   |      |  |   | (39,574 | )
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Net income                                                                                                                                       |  |                          | 15,063  |   |      |   | 9,804   |      |  |   | 89,724  |  
|Preferred stock dividends                                                                                                                        |  |                          | (31,564 | ) |      |   | (4,195  | )    |  |   |        |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Net income (loss) attributable to common stockholders                                                                                            |  | $                        | (16,501 | ) |      | $ | 5,609   |      |  | $ | 89,724  |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Net income (loss) per common share:                                                                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic                                                                                                                                            |  | $                        | (0.41   | ) |      | $ | 0.09    |      |  | $ | 1.34    |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Diluted                                                                                                                                          |  | $                        | (0.41   | ) |      | $ | 0.09    |      |  | $ | 1.33    |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Weighted average common shares outstanding:                                                                                                      |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic                                                                                                                                            |  |                          | 39,838  |   |      |   | 61,973  |      |  |   | 66,943  |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Diluted                                                                                                                                          |  |                          | 39,838  |   |      |   | 62,978  |      |  |   | 67,298  |  
|                                                                                                                                                 |  |                          |         |   |      |   |         |      |  |   |         |  

See Notes to Consolidated Financial Statements.



70



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SYNIVERSE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

(DOLLARS IN THOUSANDS)



|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  
|---------------------------------------------------------- |  | ----------- | -- | ------------------------ | - | ------- | ------------------ |  | - | ------------------------------------------ | - |  | ------------- | ---- | - | ----- | - | --- | - |  | - | -------- | -
|                                                           |  | CommonStock |    | AdditionalPaid-InCapital |   |         | AccumulatedDeficit |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | TreasuryStock |      |   | Total |  
|Balance, December 31, 2003                                 |  | $           | 40 |                          | $ | 68,585  |                    |  | $ | (159,368                                   | ) |  | $             | 426  |   |       | $ |    |   |  | $ | (90,317  | )
|                                                           |  |             |    |                          |   |        
|Net income                                                 |  |             |   |                          |   |        |                    |  |   | 15,063                                     |   |  |               |     |   |       |   |    |   |  |   | 15,063   |  
|Other comprehensive income- unrealized loss on investments |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               | (42  | ) |       |   |    |   |  |   | (42      | )
|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  
|Comprehensive income                                       |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | 15,021   |  
|Accrued dividends on class A preferred stock               |  |             |   |                          |   | (31,564 | )                  |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | (31,564  | )
|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  
|Balance, December 31, 2004                                 |  | $           | 40 |                          | $ | 37,021  |                    |  | $ | (144,305                                   | ) |  | $             | 384  |   |       | $ |    |   |  | $ | (106,860 | )
|                                                           |  |             |    |                          |   |        
|Net income                                                 |  |             |   |                          |   |        |                    |  |   | 9,804                                      |   |  |               |     |   |       |   |    |   |  |   | 9,804    |  
|Other comprehensive income- unrealized loss on investments |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               | (237 | ) |       |   |    |   |  |   |          |  
|foreign currency translation loss                          |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               | (217 | ) |       |   |    |   |  |   | (454     | )
|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  
|Comprehensive income                                       |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | 9,350    |  
|Issuance of common stock                                   |  |             | 18 |                          |   | 260,948 |                    |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | 260,966  |  
|Conversion of preferred stock to common stock              |  |             | 10 |                          |   | 163,391 |                    |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | 163,401  |  
|Accrued dividends on class A preferred stock               |  |             |   |                          |   | (4,195  | )                  |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | (4,195   | )
|Purchase of treasury stock                                 |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               |     |   |       |   | (23 | ) |  |   | (23      | )
|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  
|Balance, December 31, 2005                                 |  | $           | 68 |                          | $ | 457,165 |                    |  | $ | (134,501                                   | ) |  | $             | (70  | ) |       | $ | (23 | ) |  | $ | 322,639  |  
|                                                           |  |             |    |                          |   |        
|Net income                                                 |  |             |   |                          |   |        |                    |  |   | 89,724                                     |   |  |               |     |   |       |   |    |   |  |   | 89,724   |  
|Other comprehensive income- unrealized loss on investments |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               | (118 | ) |       |   |    |   |  |   |          |  
|foreign currency translation gain                          |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               | 594  |   |       |   |    |   |  |   | 476      |  
|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  
|Comprehensive income                                       |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | 90,200   |  
|Stock options exercised                                    |  |             |   |                          |   | 140     |                    |  |   |                                           |   |  |               |     |   |       |   |    |   |  |   | 140      |  
|Stock-based compensation                                   |  |             |    |                          |   | 1,820   |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   | 1,820    |  
|Purchase of treasury stock                                 |  |             |   |                          |   |        |                    |  |   |                                           |   |  |               |     |   |       |   | (5  | ) |  |   | (5       | )
|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  
|Balance, December 31, 2006                                 |  | $           | 68 |                          | $ | 459,125 |                    |  | $ | (44,777                                    | ) |  | $             | 406  |   |       | $ | (28 | ) |  | $ | 414,794  |  
|                                                           |  |             |    |                          |   |         |                    |  |   |                                            |   |  |               |      |   |       |   |     |   |  |   |          |  

See Notes to Consolidated Financial Statements.



71



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SYNIVERSE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)



|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                                                                         |  | Years Ended December 31, |        
|                                                                                                         |  | 2004                     |         |   | 2005 |   |          | 2006 | 
|Cash flows from operating activities                                                                     |  |                          |         |   |      |   |          |      |  |   |         |  
|Net income                                                                                               |  | $                        | 15,063  |   |      | $ | 9,804    |      |  | $ | 89,724  |  
|Adjustments to reconcile net income to net cash provided by operating activities:                        |  |                          |         |   |      |   |          |      |  |   |         |  
|Depreciation and amortization including amortization of deferred debt issuance costs                     |  |                          | 51,044  |   |      |   | 50,431   |      |  |   | 42,538  |  
|Provision for (recovery of) uncollectible accounts                                                       |  |                          | (165    | ) |      |   | 546      |      |  |   | 489     |  
|Deferred income tax expense (benefit)                                                                    |  |                          | 8,562   |   |      |   | 8,948    |      |  |   | (40,304 | )
|Loss on extinguishment of debt                                                                           |  |                          |        |   |      |   | 42,804   |      |  |   | 924     |  
|Stock-based compensation                                                                                 |  |                          |        |   |      |   |         |      |  |   | 1,820   |  
|Loss on disposition of property                                                                          |  |                          | 147     |   |      |   | 612      |      |  |   | 441     |  
|Gain on sale of marketable securities                                                                    |  |                          |        |   |      |   | (1,446   | )    |  |   | (119    | )
|Impairment losses on intangible assets                                                                   |  |                          | 14,056  |   |      |   |         |      |  |   |        |  
|Changes in operating assets and liabilities:                                                             |  |                          |         |   |      |   |          |      |  |   |         |  
|Accounts receivable                                                                                      |  |                          | (15,617 | ) |      |   | 17,169   |      |  |   | (637    | )
|Other current assets                                                                                     |  |                          | 1,424   |   |      |   | 172      |      |  |   | 2,957   |  
|Accounts payable                                                                                         |  |                          | 8,356   |   |      |   | (6,486   | )    |  |   | (5,960  | )
|Other current liabilities                                                                                |  |                          | 4,873   |   |      |   | (10,971  | )    |  |   | 6,400   |  
|Other assets and liabilities                                                                             |  |                          | (2,047  | ) |      |   | (1,006   | )    |  |   | (462    | )
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Net cash provided by operating activities                                                                |  |                          | 85,696  |   |      |   | 110,577  |      |  |   | 97,811  |  
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Cash flows from investing activities                                                                     |  |                          |         |   |      |   |          |      |  |   |         |  
|Capital expenditures                                                                                     |  |                          | (22,184 | ) |      |   | (34,001  | )    |  |   | (19,921 | )
|Proceeds from the sale of marketable securities                                                          |  |                          |        |   |      |   | 1,446    |      |  |   | 119     |  
|Acquisition of IOS North America                                                                         |  |                          | (56,479 | ) |      |   |         |      |  |   |        |  
|Acquisition of ITHL, net of acquired cash                                                                |  |                          |        |   |      |   |         |      |  |   | (43,881 | )
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Net cash used in investing activities                                                                    |  |                          | (78,663 | ) |      |   | (32,555  | )    |  |   | (63,683 | )
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Cash flows from financing activities                                                                     |  |                          |         |   |      |   |          |      |  |   |         |  
|Debt issuance costs paid                                                                                 |  |                          | (1,102  | ) |      |   | (6,681   | )    |  |   |        |  
|Repayment of 12 3/4% senior subordinated notes due 2009 including prepayment of premium and related fees |  |                          |        |   |      |   | (257,661 | )    |  |   | (15,424 | )
|Repayment of previous senior credit facility                                                             |  |                          |        |   |      |   | (220,073 | )    |  |   |        |  
|Principal payments on previous senior credit facility                                                    |  |                          | (40,701 | ) |      |   |         |      |  |   |        |  
|Borrowings under previous senior credit facility                                                         |  |                          | 44,500  |   |      |   |         |      |  |   |        |  
|Borrowings under new senior credit facility                                                              |  |                          |        |   |      |   | 240,000  |      |  |   |        |  
|Principal payments on new senior credit facility                                                         |  |                          |        |   |      |   | (61,675  | )    |  |   | (41,763 | )
|Proceeds from issuance of 7 3/4% senior subordinated notes due 2013                                      |  |                          |        |   |      |   | 175,000  |      |  |   |        |  
|Proceeds from issuance of common stock, net of issuance costs of $20,961                                 |  |                          |        |   |      |   | 260,966  |      |  |   |        |  
|Redemption of Class A preferred stock at liquidation value                                               |  |                          |        |   |      |   | (176,456 | )    |  |   |        |  
|Stock options exercised                                                                                  |  |                          |        |   |      |   |         |      |  |   | 140     |  
|Purchase of treasury stock                                                                               |  |                          |        |   |      |   | (23      | )    |  |   | (5      | )
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Net cash provided by (used in) financing activities                                                      |  |                          | 2,697   |   |      |   | (46,603  | )    |  |   | (57,052 | )
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Effect of exchange rate changes on cash                                                                  |  |                          | (110    | ) |      |   | (44      | )    |  |   | 334     |  
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Net increase (decrease) in cash                                                                          |  |                          | 9,620   |   |      |   | 31,375   |      |  |   | (22,590 | )
|Cash at beginning of period                                                                              |  |                          | 8,299   |   |      |   | 17,919   |      |  |   | 49,294  |  
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Cash at end of period                                                                                    |  | $                        | 17,919  |   |      | $ | 49,294   |      |  | $ | 26,704  |  
|                                                                                                         |  |                          |         |   |      |   |          |      |  |   |         |  
|Supplemental cash flow information                                                                       |  |                          |         |   |      |   |          |      |  |   |         |  
|Interest paid                                                                                            |  | $                        | 44,296  |   |      | $ | 40,695   |      |  | $ | 26,455  |  
|Income taxes paid                                                                                        |  |                          | 81      |   |      |   | 140      |      |  |   | 764     |  
|                                                                                                         |  |                          |        
|Supplemental non-cash transactions                                                                       |  |                          |         |   |      |   |          |      |  |   |         |  
|Reduction of goodwill and restructuring reserve accrual                                                  |  |                          |        |   |      |   | 444      |      |  |   | 72      |  

See Notes to Consolidated Financial Statements.



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SYNIVERSE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

1. Description of Business and History

We are a leading provider of mission-critical technology services to wireless
telecommunications companies worldwide. Our mission-critical technology services solve technical and operational challenges for the wireless industry by translating otherwise incompatible communication standards and protocols and simplifying carrier
interconnectivity allowing seamless communications and facilitating advanced services. Our fully-integrated suite of transaction-based services allows carriers to deliver seamless voice, data and next generation services to wireless subscribers. We
currently provide our services to more than 350 carriers in over 50 countries. For 20 years, we have served a critical and central role as one of the wireless industrys only carrier-neutral intermediaries and continue to develop innovative
solutions to solve the challenges that arise as new technologies, standards and protocols emerge. The majority of our revenues are transaction-based and derived from long-term contracts, typically averaging three years in duration.

History

As described more fully in
Note 4, we acquired the North American clearinghouse business of Electronic Data Systems Corporation (IOS North America) on September 30, 2004. The acquisition was accounted for using the purchase method of accounting.

On January 17, 2005, Syniverse Holdings, LLC (Syniverse LLC), our former parent, contributed its ownership of all the non-voting common stock of
Syniverse Networks, Inc. (Syniverse Networks) to us, resulting in our ownership of 100% of Syniverse Networks. From February 14, 2002 until January 17, 2005, Syniverse LLC owned all of the non-voting common stock and we owned all of
the voting preferred stock of Syniverse Networks. Prior to February 14, 2002, the Verizon business, which we acquired, owned all of the operations referred to as Syniverse Networks. Since this was a business combination of entities under common
control, we have accounted for this 2005 transaction in a manner similar to a pooling of interests. As a result, all of our financial statements since February 14, 2002 include all of the historical results of Syniverse Networks.

On February 9, 2005, Syniverse LLC entered into an Amendment No. 1 to Limited Liability Company Agreement and Dissolution Agreement, dated as
of February 9, 2005, with us and certain members of Syniverse LLC (the Dissolution Agreement). The Dissolution Agreement provided, among other things, for (i) the distribution of our capital stock to the members of Syniverse LLC,
(ii) the termination of certain equity agreements among Syniverse LLC and its members and (iii) the subsequent dissolution of Syniverse LLC.

On February 9, 2005, we merged our subsidiaries, Syniverse Networks and Syniverse Finance, Inc. (Syniverse Finance), with and into Syniverse Technologies, Inc. (Syniverse), another wholly owned subsidiary.

On February 9, 2005, our Board of Directors approved (i) the reclassification of the outstanding shares of our non-voting class
B common stock into shares of our voting common stock, (ii) the 1-for-2.485 reverse stock split of our common stock with respect to the number of shares but not the par value per share, (iii) the increase in the number of shares reserved
for issuance under the Non-Employee Directors Plan for a total of 160,630 shares of our common stock reserved for issuance and (iv) the number of shares to be granted to new non-employee directors who do not otherwise have an equity interest in
our company under the Non-Employee Directors Plan to 20,000 shares of our common stock. All shares of common stock and per common share amounts have been retroactively restated to reflect this reverse stock split. In addition, the amended and
restated plan provided an additional one-time option grant to each of our existing non-employee and non-equity investor directors as of the date immediately prior to our initial public offering, entitling the holder to purchase 10,000 shares of our
common stock at the offering price. These options will vest in equal annual amounts over a period of five years.



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On February 10, 2005, we completed an initial
public offering of 17,620,000 shares of common stock at a price of $16.00 per common share. The net proceeds of the offering of $260,966 after deducting underwriting discounts, commissions and expenses, along with $240,000 received from our new
credit facility described in Note 13, were used primarily to redeem 124,876 shares of our class A cumulative redeemable preferred stock described in Note 15, tender for 35% of our 123/4% senior subordinated notes described in Note 13 and repay and terminate our previous senior credit facility described in Note 13.

As described more fully in Note 5, we acquired the capital stock of Perfect Profits International Limited (PPIL) which comprises the Interactive
Technologies Holdings Limited business (ITHL), from Interactive Technologies Holdings Limited on June 16, 2006. The acquisition was accounted for using the purchase method of accounting.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of
Consolidation

The consolidated financial statements include the accounts of Syniverse Inc., Syniverse, Syniverse Technologies, BV
(Syniverse BV), Syniverse Brience, LLC (Syniverse Brience), Syniverse Holdings Limited (Syniverse Limited) and Perfect Profits International Limited (PPIL) since the date of acquisition of June 16, 2006. Syniverse Inc. was wholly owned by
Syniverse LLC until our February 10, 2005 initial public offering as described in Note 15. Concurrent with the initial public offering, Syniverse LLC was dissolved. References to the Company, us, or we
include all of the consolidated companies. All significant intercompany balances and transactions have been eliminated.

Use of
Estimates

We prepare our financial statements using accounting principles generally accepted in the United States, which require
management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

Revenue Recognition

The majority of our revenues are transaction-based and derived from long-term contracts, typically
averaging three years in duration. Our revenues are primarily the result of the sale of our technology interoperability services, network services, number portability services, call processing services and enterprise solutions to wireless carriers
throughout the world. In order to encourage higher customer transaction volumes, we generally negotiate tiered pricing schedules with our customers based on certain established transaction volume levels. Generally, there is also a seasonal increase
in wireless roaming telephone usage and corresponding revenues in the high-travel months of the second and third fiscal quarters.



| |  |  | Technology Interoperability Services primarily generate revenues by charging per-transaction processing fees. For our wireless roaming clearinghouse, Short
Message Service (SMS) and Multimedia Messaging Services (MMS), revenues vary based on the number of data/messaging records provided to us by wireless carriers for aggregation, translation and distribution among carriers. We
recognize revenues at the time the transactions are processed. Through our acquisition of Interactive Technology Holdings Limited (ITHL), we provide solutions with multiple product and service elements which may include software and hardware
products, as well as installation services, post-contract customer support and training. In those cases, we recognize revenues in accordance with the American Institute of Certified Public Accountants Statement of Position 97-2 (SOP 97-2),
Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition With Respect to Certain Transactions.Under SOP 97-2, revenue attributable to an element in a customer arrangement is
recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is probable.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Network Services primarily generate revenues by charging per-transaction processing fees. In addition, our customers pay monthly connection fees based on the
number of network connections as well as the number of switches with which a customer communicates. The per-transaction fees are based on the number of intelligent network messages and intelligent network database queries made through our network
and are recognized as revenues at the time the transactions are processed. In addition, a small amount of our revenues are generated through software license fees, maintenance agreements and professional services. Software license fees are generally
recognized over the contract period. Maintenance agreements call for us to provide technical support and software enhancements to customers. Revenues on technical support and software enhancement rights are recognized ratably over the term of the
support agreement. Professional services include consulting, training and installation services to our customers. Revenues from such services are generally recognized on a straight-line basis over the same period as the software license fees.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Number Portability Services primarily generate revenues by charging per-transaction processing fees, monthly fixed fees, and fees for customer
implementations. We recognize processing revenues at the time the transactions are processed. We recognize monthly fixed fees as revenues on a monthly basis as the services are performed. We defer revenues and incremental customer-specific costs
related to customer implementations and recognize these fees and costs on a straight-line basis over the life of the initial customer agreements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Call Processing Services primarily generate revenues by charging per-transaction processing fees. The per-transaction fee is based on the number of
validation, authorization and other call processing messages generated by wireless subscribers. We recognize processing fee revenues at the time the transactions are processed.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enterprise Solutions Services primarily generate revenues by charging per-subscriber fees. We recognize these revenues at the time the service is performed.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Off-Network Database Query Feesprimarily generate revenues by providing access to database providers. We pass these charges onto our customers, with little
or no margin, based upon the charges we receive from the third party intelligent network database providers. We recognize revenues at the time the transaction is processed.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Due to our billing cycles, which for some products lag as much as 40 days after the month in which the services are rendered, we estimate the amounts of
unbilled revenue each reporting period. Our estimates are based on recent volume and pricing trends adjusted for material changes in contracted services. Historically, our estimates have not been materially different from our actual billed revenue.
Unanticipated changes in volume and pricing trends or material changes in contracted services could adversely affect our estimates of unbilled revenue.

Advertising Costs

We expense advertising costs as they are incurred. Advertising costs charged to expense amounted to $307,
$247 and $150 for the years ended December 31, 2004, 2005 and 2006, respectively.

Research and Development

Research and development costs are charged to expense as incurred. Research and development costs which are included in general and administrative expense
in the consolidated statements of operations amounted to $13,102, $16,964 and $18,725 for the years ended December 31, 2004, 2005 and 2006, respectively.

Stock-Based Compensation

On May 16, 2002, Syniverse Inc.s Board of Directors adopted a Founders Stock
Option Plan for non-employee directors, executives and other key employees and a Directors Stock Option Plan for directors. On May 9, 2006, our Board of Directors adopted the 2006 Long-Term Equity Incentive Plan 2006 and Employee



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Stock Purchase Plan. We account for these plans and related grants thereunder under Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment (SFAS 123(R)). Please refer to Note 6 for further discussion regarding stock-based compensation.

Cash and Cash Equivalents

We consider all highly liquid investments of operating cash with original maturities of three months or less to be a cash or cash
equivalent. Cash and cash equivalents include money market funds, commercial paper and various deposit accounts and are stated at cost, which approximates fair value.

Accounts Receivable

Accounts receivable are recorded at net realizable value which is the amount
that we expect to collect on our gross customer trade receivables. We establish an allowance for specific receivables with known collection problems due to circumstances such as liquidity or bankruptcy. Collection problems are identified using an
aging of receivables analysis based on invoice due dates. Items that are deemed uncollectible are written off against the allowance for collection losses. We do not require deposits or other collateral from our customers and hence we are at risk for
all accounts receivable.

We charge interest on overdue receivables, but do not recognize interest income until collected. At
December 31, 2005 and 2006, accounts receivable includes interest receivable totaling $1,016 and $1,314, respectively, related to finance charges to customers, which are fully offset by a contra account.

Property and Equipment, Net

Property and equipment
consist primarily of hardware and software equipment necessary to operate our SS7 network, leasehold improvements and furniture in our headquarter facilities, which are recorded at cost and depreciated using the straight-line method over the
estimated remaining lives.

The asset lives used are presented in the following table:



|                       |  |                                          
|---------------------- |  | -----------------------------------------
|                       |  | Average Lives (In Years)                 
|Equipment              |  | 5  10                                   
|Furniture and fixtures |  | 6                                        
|Leasehold improvements |  | Shorter of term of lease or life of asset

When the depreciable assets are replaced, retired or otherwise disposed of, the related cost and
accumulated depreciation are deducted from the respective accounts and any gains or losses on disposition are recognized in income.

Betterments, renewals and extraordinary repairs, which increase the value or extend the life of the asset, are capitalized. Repairs and maintenance costs are expensed as incurred.

Capitalized Software Costs

We capitalize the cost of
internal-use software, which has a useful life in excess of one year in accordance with Statement of Position (SOP) No. 98-1,Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Subsequent additions,
modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are
incurred. Capitalized computer software costs are amortized using the straight-line method over a period of three years. Amortization of capitalized software costs included in depreciation and amortization in the consolidated statements of income
was $12,020, $13,277 and $14,107 for the years ended December 31, 2004, 2005 and 2006, respectively.



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Deferred Costs

We amortize deferred financing costs, which are included in deferred costs on the accompanying consolidated balance sheet, using the effective interest method and record such amortization as interest expense.
Amortization of debt discount and annual commitment fees for unused portions of available borrowings are also recorded as interest expense.

Deferred costs also include direct and incremental costs related to customer implementations of our number portability services, for which the revenues are also being deferred. These costs are being recognized over the same period as the
revenues, which is the customers initial contract term.

Goodwill

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill is not amortized, but is tested for impairment at the
reporting-unit level, at least annually, or more frequently if indicators of impairment arise, in accordance with the provisions of Statement of Financial Accounting Standards No. 142 (SFAS 142),Goodwill and Other Intangible Assets. A
reporting unit is an operating segment or one level below an operating segment, referred to as a component. We have not identified any components within our single operating segment and, hence, have a single reporting unit for purposes of our
goodwill impairment test.

Identifiable Intangible Assets

We amortize identifiable intangible assets with other than indefinite lives over their contractual or estimated useful lives using the straight-line method. As of December 31, 2005 and 2006, accumulated
amortization totaled $46,348 and $58,779, respectively.

Impairment Losses

We evaluate our depreciable and amortizable long-lived assets including property and equipment, capitalized software and amortizable identifiable
intangible assets, for impairments under Statement of Financial Accounting Standards No. 144 (SFAS 144),Accounting for the Impairment or Disposal of Long Lived Assets. In accordance with SFAS 144, we utilize the three-step approach for
recognizing and measuring the impairment of assets to be held and used. That is, (1) we consider whether indicators of impairment are present; (2) if indicators of impairment are present, we determine whether the sum of the estimated
undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount; and (3) if less, we recognize an impairment loss based on the excess of the carrying amount of the long-lived asset over its
respective fair value. Fair value is estimated based on discounted future cash flows. Assets to be sold must be stated at the lower of the assets carrying amount or fair value and depreciation is no longer recognized.

Income Taxes

Syniverse Inc. files a consolidated
income tax return with its wholly-owned subsidiaries and therefore the accompanying financial statements include a provision for income taxes related to Syniverse Inc. and its subsidiaries using Statement of Financial Accounting Standards
No. 109 (SFAS 109),Accounting for Income Taxes.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on marketable securities classified as
available-for-sale. Accumulated other comprehensive income (loss) as of December 31, 2005 and 2006 is as follows:



|                                              |  |                  |      |   |                  |   |    
|--------------------------------------------- |  | ---------------- | ---- | - | ---------------- | - | ---
|                                              |  | December 31,2005 |      |   | December 31,2006
|Net unrealized gain on investments            |  | $                | 118  |   |                  | $ |   
|Foreign currency translation gain (loss)      |  |                  | (188 | ) |                  |   | 406
|                                              |  |                  |      |   |                  |   |    
|Accumulated other comprehensive income (loss) |  | $                | (70  | ) |                  | $ | 406
|                                              |  |                  |      |   |                  |   |    



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Available-for-Sale Securities

Our investments in equity securities are composed of a less than 10% ownership in a small publicly held company, and are categorized as available-for-sale as defined by Statement of Financial Accounting Standards
No. 115 (SFAS 115),Accounting for Certain Investments in Debt and Equity Securities . These equity securities are included in other current assets in the accompanying consolidated balance sheets and are recorded at fair value based on
quoted market prices. The cost of each equity security is determined primarily on a specific identification method. Unrealized holding gains and losses are reflected, net of income tax, as a separate component of accumulated other comprehensive
income (loss). At December 31, 2005 and 2006, available-for-sale securities had a fair value of $118 and $0, respectively. Because the cost of these securities had previously been written off due to other-than-temporary declines, the fair value
of these securities reflects unrealized holding gains of $118 and $0 at December 31, 2005 and 2006, respectively. As of December 31, 2006, we no longer had any investment in these securities.

Interest in Joint Venture

We hold a 5% interest in
the joint venture mTLD Top Level Domain, Ltd., a joint venture formed to provide mobile data and content domain name registry services and development guidelines. We account for this investment using the cost method of accounting. As of
December 31, 2006, our investment was $888 and is included in other assets.

Foreign Currency Translation

In accordance with Statement of Financial Accounting Standard No. 52 (SFAS 52),Foreign Currency Translation, income and expense accounts of
foreign operations are translated at the weighted average exchange rates during the year. Assets, including goodwill, and liabilities of foreign operations that operate in a local currency environment are translated to U.S. dollars at the exchange
rates in effect at the balance sheet date, with the related translation gains or losses reported as a separate component of stockholders equity.

Segment Reporting

For all periods reported, we operated as a single segment, since our chief operating decision maker
decides resource allocations on the basis of our consolidated financial results. For the years ended December 31, 2004, 2005 and 2006, we derived 88.6%, 86.0% and 77.4%, respectively, of our revenues from customers in the United States.

Net Income (Loss) Per Common Share

We
compute net income (loss) per common share in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share(SFAS 128). Basic net income (loss) per common share includes no dilution and is computed by
dividing net income (loss) attributable to common stockholders by the weighted average number of fully vested common shares outstanding for the period. Our basic weighted average shares outstanding for the year ended December 31, 2006 excludes
295,363 shares held by our management, which represent the weighted average number of shares, which were not fully vested. There were no unvested shares outstanding in 2004. Diluted net income (loss) per common share includes the potential dilution
that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. As of December 31, 2004, 2005 and 2006, options to purchase 306,251, 423,647, and 664,658 shares of common stock,
respectively, were outstanding. Due to the anti-dilutive nature of the options and the class A cumulative redeemable convertible preferred stock, these were not considered and thus there is no effect on the calculation of weighted average shares for
diluted net loss per common share for the year ended December 31, 2004. As a result, the basic and diluted net losses per common share amounts are identical for that year. However, for the years ended December 31, 2005 and 2006, unvested
common stock held by our management and the outstanding options to purchase common stock were used in the calculation of dilutive net income per common share.



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The following table displays the computation of net income (loss) per common share:



|                                                        |  |      |            |   |      |   |            |  |   |           
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- |  | - | ----------
|                                                        |  | 2004 |            |   | 2005 |   | 2006      
|Basic and diluted net income (loss) per common share:   |  |      |            |   |      |   |            |  |   |           
|Net income (loss) attributable to common stockholders   |  | $    | (16,501    | ) |      | $ | 5,609      |  | $ | 89,724    
|Determination of basic and diluted shares:              |  |      |            |   |      |   |            |  |   |           
|Basic weighted-average common shares outstanding        |  |      | 39,837,630 |   |      |   | 61,973,251 |  |   | 66,942,944
|Unvested common stock                                   |  |      |           |   |      |   | 962,415    |  |   | 295,363   
|Potentially dilutive stock options and restricted stock |  |      |           |   |      |   | 42,758     |  |   | 60,039    
|                                                        |  |      |            |   |      |   |            |  |   |           
|Diluted weighted-average common shares outstanding      |  |      | 39,837,630 |   |      |   | 62,978,424 |  |   | 67,298,346
|                                                        |  |      |            |   |      |   |            |  |   |           
|Basic net income (loss) per common share                |  | $    | (0.41      | ) |      | $ | 0.09       |  | $ | 1.34      
|                                                        |  |      |            |   |      |   |            |  |   |           
|Diluted net income (loss) per common share              |  | $    | (0.41      | ) |      | $ | 0.09       |  | $ | 1.33      
|                                                        |  |      |            |   |      |   |            |  |   |           

Correction of Error

During the preparation of our 2006 annual financial statements, we discovered a customer billing error related to one of our services. As a result, we determined that our revenues were overstated during the period
from October 2005 to September 2006 by $2,370, of which $124 related to the fourth quarter of 2005. We reviewed the impact of the error on the fourth quarter of 2005 and through the third quarter of 2006 and concluded that the cumulative impact of
the error was not material to the previously reported quarters. As a result, we have recorded the correction of the full amount of the error in the fourth quarter of 2006.

Reclassifications

Certain prior year balances have been reclassified to conform to the 2006
presentations.

3. Recent Accounting Pronouncements

In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154, Accounting Changes and Error Corrections(SFAS 154), a replacement of Accounting Principles Board (APB) Opinion
No. 20, Accounting Changes, and Statement of Financial Accounting Standard No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS 154 changes the requirements for the accounting for and the reporting
of a change in accounting principle. Previously, most voluntary changes in accounting principles required recognition by recording a cumulative effect adjustment within net income in the period of change. SFAS 154 requires retrospective
application to prior periods financial statements, unless it is impracticable to determine either the specific period effects or the cumulative effect of the change. SFAS 154 was effective January 1, 2006. The adoption of
SFAS 154 did not have an impact on our financial position or results of operation.

In June 2006, the FASB issued Interpretation
No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes. This interpretation prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, interest and penalties, accounting in interim
periods, disclosure and transition. The provisions of FIN 48 are effective starting January 1, 2007. We are currently evaluating the impact, if any, that FIN 48 will have on our financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurements (SFAS 157). SFAS 157 clarifies
the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the
standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective January 1, 2008. We have not yet evaluated the impact, if any, that SFAS 157 will have on our financial position or
results of operations.



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4. Acquisition of IOS North America

On September 30, 2004, we acquired certain assets of IOS North America. We paid $53,662 on the date of the acquisition and an additional $1,086 in January 2005 resulting from the settlement of the final working
capital adjustment pursuant to the Purchase Agreement which was accrued as of December 31, 2004. We also incurred acquisition-related costs of $1,731. IOS North America offers services to voice and data providers including clearing and
settlement for roaming and business intelligence reporting. We believe this acquisition expands our North American customer base and increases the scale of our business. The acquisition was financed through $44,500 of increased borrowings under our
senior credit facility and available cash.

The acquisition was accounted for using the purchase method of accounting. The total purchase
price of $56,479 was allocated to the assets and liabilities based upon their fair value as of the date of the transaction. The fair value of the intangible assets (the customer base and capitalized software) was determined by a third-party
appraisal firm using an income approach. The customer base and capitalized software were valued using the discounted future cash flows and the relief from royalty methods, respectively. The valuations considered historical financial results and
expected and historical trends. The estimated future cash flows for the customer base were discounted using a cost of capital or cost of equity depending on the expected duration of the customer relationship at annually declining rates from 13.0% to
8.0% to represent the decreased risk as each year passes. The future cash flows for the capitalized software were discounted using a cost of capital of 13.0%. The 13.0% cost of capital was based upon an analysis of the cost of capital for guideline
companies within the technology industry. The useful lives of the intangible assets were based on the period over which we expect these assets to contribute directly or indirectly to the future cash flows. In determining the useful life of the IOS
North America customer base, we considered this specific customer base, our historical customer attrition rate and known or expected customer losses. These intangible assets are being amortized over their estimated lives using the straight-line
method. The fair values assigned to the remaining tangible assets and liabilities were internally developed. The purchase price over the fair values assigned to the net assets has resulted in the recognition of $31,194 in goodwill, which is subject
to at least an annual impairment review. We expect that the total amount of goodwill recorded will be deductible for tax purposes.

In
connection with the IOS North America acquisition, we began to formulate a restructuring plan, which consisted primarily of the relocation of key IOS North America employees and the elimination of redundant positions. As a result of this plan, we
recognized $1,888 of employee relocation and termination benefits as liabilities in the purchase accounting in accordance with Emerging Issues Task Force Issue No. 95-3 (EITF 95-3), Recognition of Liabilities in Connection with a Purchase
Business Combination. As of December 31, 2006, we have paid all amounts relating to these benefits.

Based upon managements
estimates of fair value, the allocation of the total purchase price is as follows:



|                                            |  |        |        |   |               |          
|------------------------------------------- |  | ------ | ------ | - | ------------- | ---------
|                                            |  | Amount |        |   | EstimatedLife
|Purchase price allocation:                  |  |        |        |   |               |          
|Unbilled accounts receivable                |  | $      | 2,057  |   |               |          
|Property and equipment                      |  |        | 235    |   |               | 13 years
|Capitalized software                        |  |        | 600    |   |               | 9 months 
|Goodwill                                    |  |        | 31,194 |   |               |          
|Identifiable intangibles:                   |  |        |        |   |               |          
|Customer base                               |  |        | 24,700 |   |               | 13 years*
|                                            |  |        |        |   |               |          
|Total assets                                |  |        | 58,786 |   |               |          
|Accounts payable                            |  |        | (89    | ) |               |          
|Accrued termination and relocation benefits |  |        | (1,888 | ) |               |          
|Other accrued liabilities                   |  |        | (330   | ) |               |          
|                                            |  |        |        |   |               |          
|Total purchase price                        |  | $      | 56,479 |   |               |          
|                                            |  |        |        |   |               |          

---

|* | Based on weighted average
|- | -------------------------



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Since the IOS North America acquisition was completed as of the close of business on September 30,
2004, IOS North Americas operating results have only been included in our consolidated statement of operations since that date.

We
entered into an agreement with Electronic Data Systems Corporation (EDS) to provide us certain transition services for a period of up to nine months after the acquisition date. These services include data center and infrastructure,
payroll services, accounts receivable and accounts payable. EDS charges us approximately $500 per month under this agreement. Since the acquisition and through December 31, 2005, we had incurred $4,569 in transition services expenses with EDS.

5. Acquisition of Interactive Technology Holdings Limited Business

On June 16, 2006, we acquired the capital stock of Perfect Profits International (PPIL), which comprises the Interactive Technologies Holdings Limited business (ITHL), from Interactive Technologies Holdings
Limited for $45,012 in cash including preliminary working capital adjustments and earn-out to the sellers of approximately $6,160, which has not been paid. The purchase agreement contains certain earn-out provisions, pursuant to which the sellers
may receive up to $7,000 in additional cash consideration based upon achieving certain levels of revenues and EBITDA. Additionally, in connection with the acquisition, we incurred $1,106 in acquisition related costs. Headquartered in Hong Kong, ITHL
is a leading provider of value-added services to carriers in the Asia Pacific region. We believe the acquisition expands our footprint in the Asia Pacific region and adds a complementary customer base, new products, advanced development capabilities
and in-region customer support.

The acquisition was accounted for using the purchase method of accounting. The total purchase price of
$45,012 was allocated to the assets and liabilities based upon their fair value as of the date of the transaction. The fair value of the intangible assets (in-process research and development, completed technologies and customer relationship) and
deferred revenues was determined by a third-party appraisal firm, using an income approach and estimates and assumptions provided by management. The following table summarizes the allocation of the purchase price based on the estimated fair value of
the net assets acquired and liabilities assumed at the acquisition date.



|                                    |  |        |        |                      |            
|----------------------------------- |  | ------ | ------ | -------------------- | -----------
|                                    |  | Amount |        | Estimated UsefulLife
|Cash                                |  | $      | 1,131  |                      |            
|Accounts receivable                 |  |        | 7,180  |                      |            
|Other current assets                |  |        | 7,240  |                      |            
|Property and equipment              |  |        | 1,085  |                      | 1  5 years
|In-process research and development |  |        | 167    |                      |            
|Completed technologies              |  |        | 6,514  |                      | 6 years    
|Customer relationship               |  |        | 4,298  |                      | 7 years    
|Goodwill                            |  |        | 31,619 |                      |            
|                                    |  |        |        |                      |            
|Total assets                        |  | $      | 59,234 |                      |            
|Accounts payable                    |  |        | 3,093  |                      |            
|Other accrued liabilities           |  |        | 9,051  |                      |            
|Deferred tax liabilities            |  |        | 2,078  |                      |            
|                                    |  |        |        |                      |            
|Total liabilities                   |  | $      | 14,222 |                      |            
|                                    |  |        |        |                      |            
|Total purchase price                |  | $      | 45,012 |                      |            
|                                    |  |        |        |                      |            

The completed technologies and customer relationship were valued using discounted future cash
flows. The valuations considered historical financial results and expected and historical trends. The future cash flows for the completed technologies and customer relationship were discounted using a cost of capital of 20.0%. The 20.0%



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cost of capital was based upon an analysis of the cost of capital for guideline companies within the technology industry. The useful lives of the intangible
assets were based on the period over which we expect these assets to contribute directly or indirectly to the future cash flows. The estimated useful lives of the completed technologies and customer relationship intangible assets are 6 and 7 years,
respectively, and are being amortized over their estimated useful lives using the straight-line method.

In-process research and
development (IPR&D) represents incomplete research and development projects that had not reached technological feasibility and had no alternative future use when acquired. Technological feasibility is established when an enterprise has completed
all planning, design, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. The value of the IPR&D was
determined using an income approach by considering estimated future revenues, cost to develop the acquisition-related IPR&D into commercially viable products and estimating the resulting net cash flows from the project when completed, which were
discounted to their present value using a cost of capital of 25.0% due to the uncertainty of the future economic benefits. The acquired in-process research and development of $167 was written-off to general and administrative expense in accordance
with FASB Interpretation No. 4, Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method.

Deferred revenues (included in other accrued liabilities) are derived from maintenance contracts. The liability related to the deferred revenue was estimated by a third-party appraisal firm using a direct cost
approach. The direct cost approach determines fair value by estimating the costs relating to fulfilling the obligation plus a normal profit margin. The estimated costs to fulfill the support obligations were based on the historical direct costs
related to providing the support. As a result, we recorded an adjustment to reduce the carrying value of deferred revenue by $226 to $241, which represents our estimate of the fair value of the contractual obligations assumed.

The fair values assigned to the remaining tangible assets and liabilities were internally developed. The purchase price over the fair values assigned to
the net assets has resulted in the recognition of $31,619 in goodwill, which is subject to at least an annual impairment review. We expect that the total amount of goodwill recorded will be deductible for tax purposes.

Since the acquisition was completed as of the close of business on June 16, 2006, ITHLs operating results have only been included in our
consolidated statement of operations since that date. The unaudited pro forma results presented below include the effects of the acquisition as if it had been consummated beginning on January 1, 2005. Pro forma adjustments arise primarily due
to the asset revaluation. Because the selected pro forma consolidated financial information is based upon ITHLs financial position and operating results during the period when ITHL was not under the control, influence or management of
Syniverse, the unaudited selected pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated on January 1, 2005:



|                 |  |                         |         |             |   |        
|---------------- |  | ----------------------- | ------- | ----------- | - | -------
|                 |  | Year Ended December 31,
|                 |  | 2005                    |         | 2006       
|                 |  | (unaudited)             |         | (unaudited)
|Revenues         |  | $                       | 363,728 |             | $ | 350,648
|Operating income |  |                         | 96,360  |             |   | 79,653 
|Net income       |  |                         | 8,443   |             |   | 92,569 

6. Stock-Based Compensation

Syniverse has three stock-based compensation plans, the Founders Stock Option Plan for non-employee directors, executives and other key employees of Syniverse Inc., the Directors Stock Option Plan, which
provides for grants to independent directors, and the 2006 Long-Term Equity Incentive Plan, which provides incentive compensation through grants of incentive or non-qualified stock options, restricted stock, restricted



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stock units, stock appreciation rights (SARs), performance awards or any combination of the foregoing, all of which are described below. Prior to
fiscal 2006, we accounted for those plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related Interpretations, as permitted by
Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS 123). Compensation costs related to stock options granted at fair value under those
plans were not recognized in the consolidated statements of operations. In December 2004, the FASB issued SFAS 123 (revised 2004), Share-Based Payment (SFAS 123(R)). Under the new standard, companies are no longer able to account for
stock-based compensation transactions using the intrinsic value method in accordance with APB 25.

Effective January 1, 2006, we
adopted SFAS 123(R), which requires companies to account for such stock-based compensation using a fair-value method and recognize the expense in the consolidated statement of income. Using the modified-prospective-transition method, stock-based
compensation cost recognized beginning January 1, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance
with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted on or subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R).
Results for prior periods have not been restated. Accordingly, during the year ended December 31, 2006, we recorded stock-based compensation expense for awards granted prior to but not yet vested as of January 1, 2006. For the year ended
December 31, 2006, stock-based compensation expense for awards granted and our Employee Stock Purchase Plan, as discussed later in this note, was $1,820. The impact to our income from operations of recording stock-based compensation for the
year ended December 31, 2006 was as follows:



|                               |  |                              |      
|------------------------------ |  | ---------------------------- | -----
|                               |  | Year Ended December 31, 2006
|Cost of operations             |  | $                            | 153  
|Sales and marketing            |  |                              | 378  
|General and administrative     |  |                              | 1,289
|                               |  |                              |      
|Total stock-based compensation |  | $                            | 1,820
|                               |  |                              |      

Option Plans

On May 16, 2002, Syniverse Inc.s Board of Directors adopted a Founders Stock Option Plan for non-employee directors, executives and other key employees of Syniverse Inc. In addition, the Board of
Directors adopted a Directors Stock Option Plan on August 2, 2002, which provides for grants to independent directors to purchase 20,000 shares upon election to the board. The plans have a term of five years and provided for the granting
of options to purchase shares of Syniverse Inc.s non-voting Class B common stock. As part of our initial public offering, we reclassified the Class B common stock into our common stock and hence all of our options now provide for purchase of
our common stock.

Under the plans, the options have or will have an initial exercise price based on the fair value of each share, as
determined by the Board. The per share exercise price of each stock option will not be less than the fair market value of the stock on the date of the grant or, in the case of an equity holder owning more than 10% of the outstanding stock of
Syniverse Inc., the price for incentive stock options is not less than 110% of such fair market value. The Board of Syniverse Inc. reserved 402,400 shares of common stock, par value $.001 per share for issuance under the Founders plan and
160,360 shares under the Directors plan. We do not currently expect to repurchase shares from any source to satisfy such obligation under the Plan.

As of December 31, 2006, there were options to purchase 264,298 shares outstanding under the Founders Stock Option Plan and options to purchase 130,360 shares outstanding under the Directors Stock
Option Plan. With the adoption of the 2006 Long-Term Equity Incentive Plan on May 9, 2006 as noted below, the Board of Syniverse, Inc. will no longer grant options from the Founders Stock Option Plan or the Directors Stock Option
Plan.



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All options issued under the plans are presumed to be nonqualified stock options unless otherwise
indicated in the option agreement. Each option has an exercisable life of no more than 10 years from the date of grant for both nonqualified and incentive stock options in the case of grants under the Founders Stock Option Plan and under the
Directors Stock Option Plan. Generally, the options under these plans vest 20% after the first year and 5% per quarter thereafter.

2006
Long-Term Equity Incentive Plan

On May 9, 2006, our Board of Directors
adopted the 2006 Long-Term Equity Incentive Plan (the Incentive Plan). The Incentive Plan provides incentive compensation through grants of incentive or non-qualified stock options, restricted stock, restricted stock units, stock
appreciation rights (SARs), performance awards, or any combination of the foregoing. The Incentive Plan is designed to allow for the grant of long term incentive awards that conform to the requirements for tax deductible
performance based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended. As of the year ended December 31, 2006, 270,000 options, which vest 331/3% per year, were granted to certain executive officers. As of the year ended December 31, 2006, 725,000 unvested restricted shares
outstanding, which vest 20% per year, were granted to certain executive officers and other employees.

Under the Incentive Plan,
6,000,000 shares of common stock were authorized for issuance, of which 1,000,000 shares may be issued as restricted stock, restricted stock units or performance shares. Of these 1,000,000 shares authorized, 725,000 shares have been issued. The
number of shares and price per share is determined by the Compensation Committee (the Committee) for those awards granted. However, the exercise price of any option may not be less than 100% of the fair market value of a share of common
stock on the date of grant and the exercise price of an incentive option awarded to a person who owns stock constituting more than 10% of Syniverses voting power may not be less than 110% of the fair market value on the date of grant. Those
eligible to participate in the Incentive Plan are limited to directors (including non-employee directors), officers (including non-employee officers) and employees of Syniverse, Inc. and its subsidiaries selected by the Committee, including
participants located outside the United States. Determinations made by the Committee under the Incentive Plan need not be uniform and may be made selectively among eligible individuals under the Incentive Plan.

Employee Stock Purchase Plan

On May 9,
2006, our Board of Directors adopted the 2006 Employee Stock Purchase Plan (the Purchase Plan). All employees, including Directors who are employees and all employees of any subsidiary, are eligible to participate in any one or more of
the offerings to purchase Common Stock under the Purchase Plan. Eligible employees may purchase a limited number of shares of Syniverse, Inc.s common stock at 85% of the market value during a series of offering periods. The first offering in
2006 is from August 1 through November 30. Beginning in 2007, each offering period is divided into semi-annual purchase intervals beginning June 1 and December 1 and has a maximum term of six months. The purchase price is
set based on the price on the New York Stock Exchange at the close of either the first or the last trading day of the offering period, whichever is lower. From the initial offering date of August 1, 2006 and through December 31, 2006,
employees purchased approximately 15,094 shares at an average price of $11.19 per share. Compensation expense related to the Purchase Plan over the same period was $46. At December 31, 2006, approximately 484,906 shares were reserved
for future issuance. As of the year ended December 31, 2006, there were 87 enrollments into the Purchase Plan.

The fair value of
shares issued under the Purchase Plan is estimated on the commencement date of each offering period using the Black-Scholes option pricing model. The following weighted-average assumptions were used in the model for the first offering period in
2006:



|                          |  |      |  
|------------------------- |  | ---- | -
|Risk-free interest rate   |  | 5.14 | %
|Volatility factor         |  | 34.0 |  
|Dividend yield            |  |     |  
|Expected life (in months) |  | 4.01 |  



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Accounting for Stock-Based Compensation

Stock Options

The fair values of stock option grants are amortized as compensation expense on a
straight-line basis over the vesting period of the grants. Compensation expense recognized is shown in the operating activities section of the consolidated statements of cash flows. The fair value for these options was estimated at the date of grant
using a Black-Scholes option-pricing model with the following weighted-average assumptions:



|                                          |  |                         |   |  |      |  
|----------------------------------------- |  | ----------------------- | - |  | ---- | -
|                                          |  | Year Ended December 31, |  
|                                          |  | 2006                    |   |  | 2005 |  
|Risk-free interest rate                   |  | 4.56                    | % |  | 4.27 | %
|Volatility factor                         |  | 34.0                    |   |  | 33.8 |  
|Dividend yield                            |  |                        |   |  |     |  
|Weighted average expected life of options |  | 5                       |   |  | 5    |  

The Black-Scholes option valuation model was developed for use in estimating the fair value of
traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Prior to February 10, 2005,
Syniverse Inc.s common stock was not traded on public markets. Therefore a volatility of 0% was used in the Black-Scholes option valuation model for options issued prior to our initial public offering. Due to the limited time in which our
stock was publicly traded, we used the average volatility factor of eight comparable companies in determining our pro forma compensation for stock options granted at the time of our initial public offering and through December 31, 2006. Based
on the results produced from the Black-Scholes option-pricing model, our pro forma compensation amounts are not materially different from the intrinsic value compensation expense amounts and hence are not disclosed. For the year ended
December 31, 2005, pro forma fair value amounts of compensation expense as applied in accordance with the fair value recognition provisions of SFAS 123 were not materially different from the intrinsic value method because the fair value of
the options were not material and hence are not disclosed.

SFAS 123(R) requires companies to estimate potential forfeitures of stock
grants and adjust compensation cost recorded accordingly. Due to the minimal number of forfeitures we have experienced during the limited life of our option plans, our forfeiture rate is not material to our fair value calculation; therefore, we
currently use actual forfeitures in our calculations.

A summary of our stock-based compensation activity for the year ended
December 31, 2006 is as follows:



|                                 |  |         |   |  |                                  |       |                                              |      |                                  |   |    
|-------------------------------- |  | ------- | - |  | -------------------------------- | ----- | -------------------------------------------- | ---- | -------------------------------- | - | ---
|Stock Options                    |  | Shares  |   |  | Weighted- Average Exercise Price |       | Weighted- Average Remaining Contractual Term |      | Aggregate Intrinsic Value (000s)
|Outstanding at December 31, 2005 |  | 423,477 |   |  | $                                | 13.33 |                                              |      |                                  |   |    
|Granted                          |  | 270,000 |   |  | $                                | 16.13 |                                              |      |                                  |   |    
|Exercised                        |  | (11,281 | ) |  | $                                | 12.43 |                                              |      |                                  |   |    
|Cancelled or expired             |  | (17,538 | ) |  | $                                | 14.36 |                                              |      |                                  |   |    
|                                 |  |         |   |  |                                  |       |                                              |      |                                  |   |    
|Outstanding at December 31, 2006 |  | 664,658 |   |  | $                                | 14.45 |                                              | 8.09 |                                  | $ | 373
|                                 |  |         |   |  |                                  |       |                                              |      |                                  |   |    
|Vested at December 31, 2006      |  | 219,956 |   |  | $                                | 12.92 |                                              | 6.58 |                                  | $ | 456
|                                 |  |         |   |  |                                  |       |                                              |      |                                  |   |    
|Exercisable at December 31, 2006 |  | 219,956 |   |  | $                                | 12.92 |                                              | 6.58 |                                  | $ | 456
|                                 |  |         |   |  |                                  |       |                                              |      |                                  |   |    

Outstanding options as of December 31, 2006 and 2005 had a weighted average remaining
contractual life of 8.1 and 7.6 years, respectively. During the year ended December 31, 2006 and 2005:



| |  |  | the weighted average fair value per share of stock-based compensation granted to employees was $6.05 and $5.76, respectively;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



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| |  |  | the total intrinsic value of stock options exercised was $47 and $3, respectively; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the total fair value of stock options that vested during both periods was $214 and $0.3, respectively.
| | - |  | ------------------------------------------------------------------------------------------------------

During the year ended December 31, 2006, $140 was received for the exercise of stock options. No tax benefits were realized from the exercise of
those options. Cash was not used to settle any equity instruments previously granted. There was no stock-based compensation cost capitalized into assets as of December 31, 2006.

A summary of our unvested shares activity for the year ended December 31, 2006 is as follows:



|                              |  |         |   |  |                                         |     
|----------------------------- |  | ------- | - |  | --------------------------------------- | ----
|Stock Options                 |  | Shares  |   |  | Weighted- Average Grant-Date Fair Value
|Unvested at December 31, 2005 |  | 283,960 |   |  | $                                       | 2.61
|Granted                       |  | 270,000 |   |  | $                                       | 6.11
|Vested                        |  | (94,217 | ) |  | $                                       | 2.05
|Forfeited                     |  | (15,041 | ) |  | $                                       | 3.89
|                              |  |         |   |  |                                         |     
|Unvested at December 31, 2006 |  | 444,702 |   |  | $                                       | 4.81
|                              |  |         |   |  |                                         |     

As of December 31, 2006, there was $1,865 of total unrecognized compensation cost related to
stock options granted. The recognition period for the remaining unrecognized stock-based compensation cost is approximately five years.

Restricted
Stock

Restricted stock awards are issued and measured at market value on the date of grant. Generally 20% become exercisable per year
from date of grant. Vesting of restricted stock is based solely on time vesting.

Changes in our restricted stock for the year ended
December 31, 2006 were as follows:



|                              |  |         |   |  |                                         |      
|----------------------------- |  | ------- | - |  | --------------------------------------- | -----
|Restricted Stock              |  | Shares  |   |  | Weighted- Average Grant-Date Fair Value
|Unvested at December 31, 2005 |  |        |   |  | $                                       |     
|Granted                       |  | 770,000 |   |  | $                                       | 15.35
|Vested                        |  |        |   |  | $                                       |     
|Forfeited                     |  | (45,000 | ) |  | $                                       | 15.49
|                              |  |         |   |  |                                         |      
|Unvested at December 31, 2006 |  | 725,000 |   |  | $                                       | 15.35
|                              |  |         |   |  |                                         |      

As of December 31, 2006, unrecognized compensation expense related to the unvested portion of
our restricted stock awards was $9,889, which is expected to be recognized over a period of approximately five years.

7. Concentration of Business

Financial instruments that subject us to concentrations of credit risk are limited to our trade receivables from major customers.
Receivables from one customer were 11.5% and 10.7% of net accounts receivable at December 31, 2005 and 2006. Sales to one customer were 20.3% of total revenues for the year ended December 31, 2004. Sales to two customers were approximately
16.7% and 10.3%, respectively, of total



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revenues for the year ended December 31, 2005. Sales to one customer were 17.6% of total revenues for the year ended December 31, 2006. No other
customer represented more than 10% of revenues for the years ended December 31, 2004, 2005 and 2006, although a significant amount of our remaining revenues were generated from services provided to a small number of other wireless providers.

8. Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivables, accounts payable and revolving line of credit are reflected in the financial statements at their carrying value, which approximate their fair value due to the short maturity.

Available-for-sale securities are carried at fair value based on quoted market prices and are included in other current assets in the accompanying
consolidated balance sheets. The cost of each equity security is determined primarily on a specific identification method. Unrealized holding gains and losses are reflected, net of income tax, as a separate component of accumulated other
comprehensive income (loss). At December 31, 2005 and 2006, available-for-sale securities had a fair value of $118 and $0, respectively. Because the cost of these securities had previously been written off due to other-than-temporary declines,
the fair value of these securities reflects unrealized holding gains and losses of $118 and $0 at December 31, 2005 and 2006, respectively. As of December 31, 2006, we no longer had any investment in these securities.

The estimated fair values of our Term Note B, 123/4% Senior Subordinated Notes due 2009 and 7 3/4% Senior Subordinated Notes due 2013 are based on prices prevailing in the market.

The carrying amounts and fair values of our long-term debt as of December 31, 2005 and 2006 are as follows:



|                                           |  |                   |         |                   |   |               |  |            |         |  |   |        
|------------------------------------------ |  | ----------------- | ------- | ----------------- | - | ------------- |  | ---------- | ------- |  | - | -------
|                                           |  | December 31, 2005 |         | December 31, 2006
|                                           |  | CarryingValue     |         | Fair Value        |   | CarryingValue |  | Fair Value
|Term Note B                                |  | $                 | 178,325 |                   | $ | 180,331       |  | $          | 136,561 |  | $ | 137,073
|123/4% Senior Subordinated Notes, due 2009 |  |                   | 14,469  |                   |   | 15,486        |  |            |        |  |   |       
|73/4% Senior Subordinated Notes, due 2013  |  |                   | 175,000 |                   |   | 176,750       |  |            | 175,000 |  |   | 173,906

9. Property and Equipment

Property and equipment, net, consist of the following:



|                         |  |                   |         |   |                   |   |         |  
|------------------------ |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                         |  | December 31, 2005 |         |   | December 31, 2006 |  
|Equipment                |  | $                 | 70,434  |   |                   | $ | 80,173  |  
|Furniture and fixtures   |  |                   | 2,662   |   |                   |   | 3,670   |  
|Leasehold improvements   |  |                   | 2,712   |   |                   |   | 10,380  |  
|Construction in progress |  |                   | 11,242  |   |                   |   | 1,036   |  
|                         |  |                   |         |   |                   |   |         |  
|                         |  |                   | 87,050  |   |                   |   | 95,259  |  
|Accumulated depreciation |  |                   | (43,624 | ) |                   |   | (52,379 | )
|                         |  |                   |         |   |                   |   |         |  
|Total                    |  | $                 | 43,426  |   |                   | $ | 42,880  |  
|                         |  |                   |         |   |                   |   |         |  

Depreciation expense related to property and equipment was $12,706, $14,813 and $13,632 for the
years ended December 31, 2004, 2005 and 2006, respectively.



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10. Capitalized Software

Capitalized software development costs, net, consist of the following:



|                         |  |                   |         |   |                   |   |         |  
|------------------------ |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                         |  | December 31, 2005 |         |   | December 31, 2006 |  
|Software                 |  | $                 | 97,939  |   |                   | $ | 108,994 |  
|Accumulated amortization |  |                   | (45,265 | ) |                   |   | (57,191 | )
|                         |  |                   |         |   |                   |   |         |  
|Total                    |  | $                 | 52,674  |   |                   | $ | 51,803  |  
|                         |  |                   |         |   |                   |   |         |  

In 2004, we recognized impairment charges of $8,982 related to capitalized software for our call
processing platforms which is a declining line of business for us and the planned discontinuation of a carriers use of our access billing services. The impairment charges were determined based on the difference between the carrying values and
the fair values of the assets, determined by discounted cash flow analysis.

Amortization expense related to capitalized software was
$12,020, $13,277 and $14,107 for the years ended December 31, 2004, 2005 and 2006, respectively.

11. Identifiable Intangible Assets

Identifiable intangible assets consist of the following:



|                                 |  |                  |         |   |                  |   |         |  
|-------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                 |  | December 31,2005 |         |   | December 31,2006 |  
|Definite lived intangible assets |  |                  |         |   |                  |   |         |  
|Customer contracts               |  |                  | 506     |   |                  |   | 576     |  
|Less accumulated amortization    |  |                  | (205    | ) |                  |   | (351    | )
|                                 |  |                  |         |   |                  |   |         |  
|Customer contract, net           |  |                  | 301     |   |                  |   | 225     |  
|Customer base                    |  |                  | 236,169 |   |                  |   | 240,457 |  
|Less accumulated amortization    |  |                  | (46,143 | ) |                  |   | (58,428 | )
|                                 |  |                  |         |   |                  |   |         |  
|Customer base, net               |  |                  | 190,026 |   |                  |   | 182,029 |  
|                                 |  |                  |         |   |                  |   |         |  
|Total intangibles                |  | $                | 190,327 |   |                  | $ | 182,254 |  
|                                 |  |                  |         |   |                  |   |         |  

During the fourth quarter of 2004, we recorded an impairment charge of $5,074 on our customer base
intangible assets resulting from a technology interoperability customer notifying us that it did not intend to renew its contract for these services. These impairment charges are classified in the caption Impairment losses on intangible
assets in the consolidated statement of operations.

Intangible assets with other than indefinite lives are amortized over their
estimated useful lives. The weighted average amortization period is 5 years for customer contracts and 19.4 years for customer base. Amortization expense related to identifiable intangibles was $17,246, $18,726 and $12,600 for the year ended
December 31, 2004, 2005 and 2006, respectively. Expected amortization expenses related to acquired intangible assets for each of the next five years are the following: 2007$13,784, 2008$13,775, 2009$13,678, 2010$13,678
and 2011$13,678.

12. Leasing Arrangements

We lease certain facilities, equipment and an aircraft for use in our operations, all of which are operating leases. Total rent expense under operating leases amounted to $6,775 in 2004, $6,736 in 2005 and $6,707 in
2006. These leases contain various renewal options that could extend the terms of the leases beyond 2011.



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Effective March 1, 2002, we entered into an operating lease for the use of an executive aircraft.
The lease is for seven years, ending March 1, 2009, and requires monthly payments plus actual expenses for maintenance, fuel and other usage related charges. We had an option to purchase the aircraft 36 months after the commencement date of the
lease at a price of $6,650 but did not exercise this option. Our former CEO and one of his affiliated entities were entitled to use the aircraft. An affiliate entity owned by the former CEO paid 25% of the monthly lease and other fixed costs for the
aircraft and reimbursed us for all operating costs of the aircraft in connection with such use through December 31, 2002. Effective January 1, 2003, our former CEO was required to pay for the actual use of the aircraft related to the
affiliated entity. As of December 31, 2006, $89 was owed to us under this arrangement. Amounts incurred, net of the estimated amount due from our former CEO, are included in rent expense above.

On February 28, 2005 we entered into an agreement to lease 199,000 square feet for our new corporate headquarters facility located in Tampa,
Florida. The lease term is eleven years commencing on November 1, 2005 with lease payments beginning one year following the commencement date. The lease agreement for our former corporate headquarters expired October 31, 2006, however, we
negotiated an early termination in accordance with the agreement. Under Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), a liability for costs to terminate
a contract before the end of its term should be recognized and measured at its fair value. For the year ended December 31, 2006, we recorded a lease termination loss of $1,280 which is included in general and administrative expenses, and a
liability for lease termination costs for the same amount. As of December 31, 2006, all costs associated with the lease termination were paid and the liability was reduced to zero.

As of December 31, 2006, the aggregate future minimum lease commitments under all of these leases are as follows:



|                             |  |   |       
|---------------------------- |  | - | ------
|Year ended December 31, 2006 |  | $ | 7,437 
|Year ended December 31, 2007 |  |   | 6,598 
|Year ended December 31, 2008 |  |   | 5,367 
|Year ended December 31, 2009 |  |   | 5,043 
|Year ended December 31, 2010 |  |   | 5,115 
|Thereater                    |  |   | 28,832
|                             |  |   |       
|                             |  | $ | 58,392
|                             |  |   |       

13. Debt

The following are the amounts outstanding, net of discounts, at December 31, 2005 and 2006:



|                                                                                                                                                                                                 |  |                  |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                 |  | December 31,2005 |         |   | December 31,2006 |  
|Term Note B due February 2012, interest payable quarterly, principal payable quarterly beginning March 2005                                                                                      |  | $                | 178,325 |   |                  | $ | 136,561 |  
|$245,000 Senior Subordinated Notes due February 2009, bearing interest at 12 3/4%, interest payable semi-annually beginning August 2002,
principal payable upon maturitynet of discount of $ 31 |  |                  | 14,469  |   |                  |   |        |  
|$175,000 Senior Subordinated Notes due August 15, 2013, bearing interest at 7 3/4%, interest payable semi-annually beginning February
2006, principal payable upon maturity                      |  |                  | 175,000 |   |                  |   | 175,000 |  
|                                                                                                                                                                                                 |  |                  |         |   |                  |   |         |  
|Total                                                                                                                                                                                            |  |                  | 367,794 |   |                  |   | 311,561 |  
|Less current portion (a)                                                                                                                                                                         |  |                  | (16,270 | ) |                  |   | (1,393  | )
|                                                                                                                                                                                                 |  |                  |         |   |                  |   |         |  
|Long-term debt                                                                                                                                                                                   |  | $                | 351,524 |   |                  | $ | 310,168 |  
|                                                                                                                                                                                                 |  |                  |         |   |                  |   |         |  



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---

|(a) | Current portion at December 31, 2005 includes the 12.75% Senior Subordinated Notes due February 2009 of $14,469 which were redeemed in total on February 1, 2006 and the
senior credit facility of $1,801. Current portion at December 31, 2006 was determined using the maturities under the senior credit facility entered into February 15, 2005 as described below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Maturities of long-term debt for the years succeeding December 31, 2006 are as follows:



|           |  |   |        
|---------- |  | - | -------
|2007       |  | $ | 1,393  
|2008       |  |   | 1,393  
|2009       |  |   | 1,393  
|2010       |  |   | 1,393  
|2011       |  |   | 1,393  
|Thereafter |  |   | 304,596
|           |  |   |        
|Total      |  | $ | 311,561
|           |  |   |        

Senior Credit Facility

On February 15, 2005, Syniverse Technologies, Inc. entered into a $282.0 million Credit Agreement (the senior credit facility) with Lehman Brothers Inc., as lead arranger and book manager, LaSalle
Bank National Association, as syndication agent, and Lehman Commercial Paper, as administrative agent. The obligations under the Credit Agreement are unconditionally guaranteed by Syniverse Holdings, Inc. and the U.S. domestic subsidiaries of
Syniverse Technologies, Inc (the Guarantors).

The senior credit facility provides for aggregate borrowings of up to $282,000
as follows:



| |  |  | a revolving credit facility of up to $42,000 in revolving credit loans and letters of credit which expires on February 15, 2011; available for general
corporate purposes including working capital, capital expenditures and acquisitions
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a Term Note B facility of $240,000 in term loans maturing on February 15, 2012. Principal outstanding as of December 31, 2006 was $136,561.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

We borrowed $240,000 under the senior credit facility on February 15, 2005.

The revolving line of credit and the Term Note B each bear interest at variable rates, at Syniverses option, of either:



| |  |  | a base rate generally defined as the sum of (i) the higher of (x) the prime rate (as quoted on Page 5 of the British Banking Association Telerate screen)
and (y) the federal funds effective rate, plus one half percent (0.50%) per annum and (ii) an applicable margin or,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a LIBOR rate generally defined as the sum of (i) the rate at which Eurodollar deposits for one, two, three, six or nine months and, if available to the lenders
under the applicable credit facility, twelve months (as selected by us) are offered in the interbank Eurodollar market and (ii) an applicable margin.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The applicable margin for the base rate Term Note B loans is 1.00% if our consolidated leverage ratio is greater than or equal to 2.50 to 1 and 0.75% if
our consolidated leverage ratio is less than 2.50 to 1. The applicable margin for the Eurodollar Term Note B loans is 2.00% if our consolidated leverage ratio is greater than or equal to 2.50 to 1 and 1.75% if our consolidated leverage ratio is less
than 2.50 to 1. As of December 31, 2006, the applicable margin for the base rate Term Note B and Eurodollar Term Note B was 0.75% and 1.75%, respectively.



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The applicable margin for the base rate revolving loans is 0.75% if our consolidated leverage ratio is
greater than or equal to 2.50 to 1, 0.50% if our consolidated leverage ratio is greater than or equal to 2.00 to 1 but less than 2.50 to 1, and 0.25% if our consolidated leverage ratio is less than 2.00 to 1. The applicable margin for the Eurodollar
revolving loans is 1.75% if our consolidated leverage ratio is greater than or equal to 2.50 to 1, 1.50% if our consolidated leverage ratio is greater than or equal to 2.00 to 1 but less than 2.50 to 1, and 1.25% if our consolidated leverage ratio
is less than 2.00 to 1. As of December 31, 2006, the applicable margin for the base rate revolving loans and Eurodollar revolving loans was 0.50% and 1.50%, respectively.

The Term Note B facilities are subject to equal quarterly installments of principal as set forth in the table below:



|           |  |             |        
|---------- |  | ----------- | -------
|Year       |  | Term Note B
|2007       |  | $           | 1,393  
|2008       |  |             | 1,393  
|2009       |  |             | 1,393  
|2010       |  |             | 1,393  
|2011       |  |             | 1,393  
|Thereafter |  |             | 129,596
|           |  |             |        
|Total      |  | $           | 136,561
|           |  |             |        

Voluntary prepayments of principal outstanding under the revolving loans are permitted at any time
without premium or penalty, upon the giving of proper notice. In addition, we are required to prepay amounts outstanding under the senior credit facility in an amount equal to:



| |  |  | 100% of the net cash proceeds of any incurrence of certain indebtedness excluding the Incremental Facility and any indebtedness used to prepay the Senior
Subordinated Notes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 100% of the net cash proceeds of any sale or other disposition (including as a result of casualty or condemnation) by Syniverse Holdings, Inc. or its domestic
subsidiaries of any assets in excess of $5.0 million if these proceeds are not reinvested within 360 days from the sale of the asset (except for the sale of inventory in the ordinary course of business and certain other dispositions)
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We are required to pay a commitment fee on the difference between committed amounts and amounts actually utilized under
the revolving credit facility at a rate of 0.50% per annum for any quarter which our consolidated leverage ratio is greater than 2.50 to 1 and 0.375% for any fiscal quarter in which our consolidated leverage ratio is equal to less than 2.50 to
1.

Under the terms of the new senior credit facility at least 25% of our funded debt must bear interest that is effectively fixed. To that
extent, we may be required to enter into interest rate protection agreements establishing a fixed maximum interest rate with respect to a portion of our total indebtedness.

The loans and other obligations under the senior credit facility are guaranteed by Syniverse Inc., and each of Syniverse Inc.s direct and indirect
subsidiaries (other than certain foreign subsidiaries).

Our obligations under the senior credit facility and the guarantees are secured
by:



| |  |  | a perfected first priority security interest in all of our tangible and intangible assets and all of the tangible and intangible assets of Syniverse Inc. and each
of its direct and indirect subsidiaries, subject to certain customary exceptions, and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a pledge of (i) all of the capital stock of the direct and indirect domestic subsidiaries and (ii) two-thirds of the capital stock of certain first-tier
foreign subsidiaries, if any.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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123/4% Senior Subordinated Notes due 2009

The 123/4% Senior Subordinated Notes due 2009 are general unsecured
obligations of Syniverse, and are unconditionally guaranteed by Syniverse Inc. and each of the domestic subsidiaries of Syniverse. At any time prior to February 1, 2005, Syniverse could redeem up to 35% of the aggregate principal amount of
notes issued under the indenture (including additional notes, if any) at a redemption price of 112.75% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, with the net cash proceeds of
one or more equity offerings by Syniverse or a contribution to Syniverses common equity capital made with the net cash proceeds of a concurrent equity offering by Syniverse Inc. or Syniverse LLC (but excluding any Excluded Capital
Contribution, as defined, and any Reserved Contribution, as defined) provided that:



| |  |  | At least 65% of the aggregate principal amount of notes issued under the indenture (including additional notes, if any) remains outstanding immediately after the
occurrence of such redemption; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The redemption occurs within 60 days of the date of the closing of such equity offering.
| | - |  | ----------------------------------------------------------------------------------------

On February 25, 2005, Syniverse completed a tender offer for 35% or $85,750 in aggregate
principal amount of its outstanding 123/4% Senior Subordinated Notes due 2009 at a premium of $12,262 plus
accrued interest of $728.

On August 24, 2005, Syniverse completed a
tender offer for $144,750 in aggregate principal amount of its outstanding 123/4% Senior Subordinated Notes due
2009 at a premium of $14,301, related fees of $485 and accrued interest of $1,179. In addition to the prepayment premium of $14,301, the associated unamortized debt discount of $1,574 and deferred finance costs of $2,655 were recognized as loss on
extinguishment of debt in the third quarter of 2005.

On February 1,
2006, Syniverse completed an early redemption for all remaining notes of $14,500 in aggregate principal amount of its outstanding 123/4% Senior Subordinated Notes due 2009 at a premium of $924.

73/4% Senior Subordinated Notes Due 2013

On August 24, 2005, Syniverse completed a private offering of $175,000 of its 73/4% Senior Subordinated Notes due 2013. Interest on the notes will accrue at the rate of 73/4% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on
February 15, 2006. The net proceeds were used to tender $144,750 of our outstanding 123/4% senior
subordinated notes due 2009. On February 1, 2006, the remaining funds were used to redeem the remaining 123/4% senior subordinated notes due 2009 not tendered in August 2005 of $14,500, plus payment of related premium of approximately $924. The balance of funds necessary for the redemption were paid from cash on hand.

The 73/4% Senior Subordinated Notes due 2013 are general unsecured obligations of Syniverse, and are unconditionally guaranteed by Syniverse Inc. and each of the
domestic subsidiaries of Syniverse. At any time prior to August 15, 2008, Syniverse may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including additional notes, if any) at
a redemption price of 107.75% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, with the net cash proceeds of one or more qualifying equity offerings by Syniverse or a contribution to
Syniverses common equity capital made with the net cash proceeds of a concurrent equity offering by the Parent (but excluding any reserved contribution); provided that:



| | (1) | at least 65% of the aggregate principal amount of notes issued under the indenture (including additional notes, if any) remains outstanding immediately after the occurrence of such
redemption; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(2) the redemption occurs within 90 days of the date of the closing of such equity offering.



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The notes may be redeemed, in whole or in part, at any time prior to August 15, 2009, at the option
of Syniverse upon not less than 30 nor more than 60 days notice, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the applicable premium as of, and accrued and unpaid interest and liquidated damages, if
any, to, the applicable redemption date, subject to the rights of note holders on the relevant record date to receive interest on the relevant interest payment date.

Except pursuant to the two preceding paragraphs, the notes will not be redeemable at Syniverses option prior to August 15, 2009. Syniverse is not prohibited, however, from acquiring the notes by means other
than a redemption, whether pursuant to a tender offer or otherwise, assuming such acquisition does not otherwise violate the terms of the indenture.

After August 15, 2009, Syniverse may redeem all or a part of the notes upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and liquidated damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the
rights of note holders on the relevant record date to receive interest on the relevant interest payment date:



|                    |  |         |  
|------------------- |  | ------- | -
|Year                |  | Percent |  
|2009                |  | 103.875 | %
|2010                |  | 101.938 | %
|2011 and thereafter |  | 100.000 | %

Unless Syniverse defaults in the payment of the redemption price, interest will cease to accrue on
the notes or portions thereof called for redemption on the applicable redemption date.

Syniverse is not required to make mandatory
redemption or sinking fund payments with respect to the notes.

The notes contain various other provisions in the event of a change in
control or asset sales, and they also contain certain covenants that will, among other things, limit Syniverses ability to incur additional indebtedness and issue preferred stock, pay dividends, make other restricted payments and investments,
create liens, incur restrictions on the ability of their subsidiaries to pay dividends or other payments to them, sell assets, merge or consolidate with other entities, and enter into transactions with affiliates.

On December 8, 2005, Syniverse completed an exchange of its 73/4% Series B Senior Subordinated Notes due 2013, which have been registered under the Securities Act of 1933, as
amended, for any and all outstanding 73/4% Senior Subordinated Notes due 2013. All of the $175,000 in aggregate
principal amount of the 73/4% Senior Subordinated Notes due 2013 were validly tendered for exchange and
have been accepted by Syniverse. The new notes have substantially identical terms of the 73/4% Senior
Subordinated Notes due 2013, except the new notes have been registered under the Securities Act of 1933, as amended.

14.
Derivatives

The portion of the interest rate associated with our Term Note B under our new senior credit facility that is based on the
three month LIBOR rate is subject to variability. To protect against interest rate risk, we acquired an interest rate cap agreement during the year ended December 31, 2003. The cap had a term of two years and expired in March 2005, a notional
amount of $100,000 and provides an interest rate cap of 3%. We paid a premium of $390 to obtain the cap and any amounts due to us as a result of LIBOR exceeding the strike rate were to be paid quarterly. As of December 31, 2005, the fair value
of the cap was zero. The decline in fair value associated with the cap has been recorded as interest expense in the statement of operations for the years ended December 31, 2004 and December 31, 2005. There was no activity related to
derivatives during the year ended December 31, 2006.



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15. Stockholders Equity

On February 10, 2005, we completed an initial public offering (IPO) of 17,620,000 shares of common stock at a price of $16.00 per common share. The net proceeds of the offering of $260,966 after deducting
underwriting discounts, commissions and expenses, along with the $240,000 received from our new credit facility as described in Note 13, were used to redeem 124,876 shares of our class A cumulative redeemable preferred stock as described below,
tender for 35% of our senior subordinated notes as described in Note 13 and repay our previous senior credit facility as described in Note 13.

On February 15, 2005, we redeemed 124,876 shares of our class A cumulative redeemable convertible preferred stock including accrued and unpaid dividends with $176,456 of proceeds received from our initial public offering completed on
February 10, 2005.

On March 28, 2005, we converted the remaining 115,604 shares of our class A cumulative redeemable convertible
preferred stock including accrued and unpaid dividends at a liquidation value of $163,353 into 10,209,598 shares of our class A common stock.

After our initial public offering and the dissolution of Syniverse LLC, certain of our executives now own shares of our common stock, which are subject to vesting over time. As of March 7, 2007, 65,333 shares with an original cost of
$5 were unvested.

Pursuant to the amended and restated senior management agreements dated February 9, 2005, the unvested shares are
subject to the following repurchase provisions:



| |  |  | Under our former Chief Executive Officers amended and restated senior management agreement, we can, under certain circumstances, repurchase all of his
unvested shares; however, we have a mandatory obligation to do so in the event of his death or disability. The price for each unvested share will be his original cost. As of March 7, 2007, our former Chief Executive Officer had no unvested
shares of our common stock. (See Note 22Otherfor a discussion of the resignation of our former Chief Executive Officer)
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Under the remaining amended and restated senior management agreements, we can, under certain circumstances, repurchase all unvested shares. The remaining senior
management agreements allow us to purchase all unvested shares at the lesser of the executives original cost or the prevailing fair market value of the unvested shares. As of March7, 2007, the remaining executives had 65,333
unvested shares of our common stock.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The maximum amount that we would be required to pay to repurchase all unvested
shares under these agreements as of March 7, 2007 would be $5.

As of December 31, 2006, our authorized capital stock consisted of
100,300,000 shares of common stock, $0.001 par value per share, 300,000 shares of unclassified preferred stock, $0.001 par value per share and 300,000 shares of class A cumulative redeemable convertible preferred stock, $0.01 par value per share.

16. Restructurings

In connection with
the IOS North America acquisition on September 30, 2004, we began to formulate restructuring plans, which consisted primarily of the relocation of key IOS North America employees and the elimination of redundant positions. As a result of these
plans, we recognized $1,888 of employee relocation costs and termination benefits as liabilities in the purchase accounting in accordance with EITF 95-3. We paid the remainder of these benefits in 2006.



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For the year ended December 31, 2004, we had the following activity in our restructuring accruals:



|                              |  |                         |    |           |   |          |  |   |                           |   |  |   |      
|----------------------------- |  | ----------------------- | -- | --------- | - | -------- |  | - | ------------------------- | - |  | - | -----
|                              |  | January 1, 2004 Balance |    | Additions |   | Payments |  |   | December 31, 2004 Balance
|December 2003 Restructuring*  |  |                         |    |           |   |          |  |   |                           |   |  |   |      
|Termination costs             |  | $                       | 93 |           | $ |         |  | $ | (93                       | ) |  | $ |     
|April 2004 Restructuring      |  |                         |    |           |   |          |  |   |                           |   |  |   |      
|Termination costs             |  |                         |   |           |   | 289      |  |   | (289                      | ) |  |   |     
|September 2004 Restructuring* |  |                         |    |           |   |          |  |   |                           |   |  |   |      
|Termination costs             |  |                         |   |           |   | 788      |  |   |                          |   |  |   | 788  
|Relocation costs              |  |                         |   |           |   | 1,100    |  |   |                          |   |  |   | 1,100
|                              |  |                         |    |           |   |          |  |   |                           |   |  |   |      
|Total                         |  | $                       | 93 |           | $ | 2,177    |  | $ | (382                      | ) |  | $ | 1,888
|                              |  |                         |    |           |   |          |  |   |                           |   |  |   |      

For the year ended December 31, 2005, we had the following activity in our restructuring
accruals:



|                              |  |                         |       |           |   |     |          |  |   |            |   |  |                           |      |    |  |   |    
|----------------------------- |  | ----------------------- | ----- | --------- | - | --- | -------- |  | - | ---------- | - |  | ------------------------- | ---- | -- |  | - | ---
|                              |  | January 1, 2005 Balance |       | Additions |   |     | Payments |  |   | Reductions |   |  | December 31, 2005 Balance
|September 2004 Restructuring* |  |                         |       |           |   |     |          |  |   |            |   |  |                           |      |    |  |   |    
|Termination costs             |  | $                       | 788   |           | $ | 244 |         |  | $ | (638       | ) |  | $                         |     |    |  | $ | 394
|Relocation costs              |  |                         | 1,100 |           |   |    |          |  |   | (314       | ) |  |                           | (688 | ) |  |   | 98 
|September 2005 Restructuring  |  |                         |       |           |   |     |          |  |   |            |   |  |                           |      |    |  |   |    
|Termination costs             |  |                         |      |           |   | 143 |          |  |   | (143       | ) |  |                           |     |    |  |   |   
|                              |  |                         |       |           |   |     |          |  |   |            |   |  |                           |      |    |  |   |    
|Total                         |  | $                       | 1,888 |           | $ | 387 |          |  | $ | (1,095     | ) |  | $                         | (688 | )  |  | $ | 492
|                              |  |                         |       |           |   |     |          |  |   |            |   |  |                           |      |    |  |   |    

In February 2006, we completed a restructuring plan in our marketing group resulting in the
termination of eight employees. As a result, we incurred $338 in severance related costs and made payments for the same amount in 2006. In August 2006, we completed a restructuring plan in our operations and marketing groups, resulting in the
termination of 30 employees. As a result, we incurred $668 in severance related costs and made payments of $512 in 2006. We expect to pay the remainder of the liabilities relating to the restructurings in the first quarter of 2007.

For the year ended December 31, 2006, we had the following activity in our restructuring accruals:



|                              |  |                          |     |           |   |          |  |   |            |   |  |                          |     |   |  |   |    
|----------------------------- |  | ------------------------ | --- | --------- | - | -------- |  | - | ---------- | - |  | ------------------------ | --- | - |  | - | ---
|                              |  | December 31, 2005Balance |     | Additions |   | Payments |  |   | Reductions |   |  | December 31, 2006Balance
|September 2004 Restructuring* |  |                          |     |           |   |          |  |   |            |   |  |                          |     |   |  |   |    
|Termination costs             |  | $                        | 394 |           | $ |         |  | $ | (330       | ) |  | $                        | (64 | ) |  | $ |   
|Relocation costs              |  |                          | 98  |           |   |         |  |   | (89        | ) |  |                          | (9  | ) |  |   |   
|February 2006 Restructuring   |  |                          |     |           |   |          |  |   |            |   |  |                          |     |   |  |   |    
|Termination costs             |  |                          |    |           |   | 338      |  |   | (338       | ) |  |                          |    |   |  |   |   
|August 2006 Restructuring     |  |                          |     |           |   |          |  |   |            |   |  |                          |     |   |  |   |    
|Termination costs             |  |                          |     |           |   | 668      |  |   | (512       | ) |  |                          |    |   |  |   | 156
|                              |  |                          |     |           |   |          |  |   |            |   |  |                          |     |   |  |   |    
|Total                         |  | $                        | 492 |           | $ | 1,006    |  | $ | (1,269     | ) |  | $                        | (73 | ) |  | $ | 156
|                              |  |                          |     |           |   |          |  |   |            |   |  |                          |     |   |  |   |    

---

|* | These accruals were reflected in purchase accounting.
|- | -----------------------------------------------------

| | These amounts were adjustments to goodwill.
|- | -------------------------------------------

17. Employee Benefits

Savings Plans of Syniverse

During the period from February 14, 2002 to December 31, 2002, we adopted a 401(k) plan covering all employees subject to
certain eligibility requirements. Under this plan, a certain percentage of eligible employee contributions are matched. We incurred total savings plan costs of $2,204, $2,268 and $2,359 for the years ended December 31, 2004, 2005 and 2006,
respectively.



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18. Income Taxes

The components of income tax expense (benefit) are as follows:



|                                          |  |                         |       |      |   |       |      |  |         |  
|----------------------------------------- |  | ----------------------- | ----- | ---- | - | ----- | ---- |  | ------- | -
|                                          |  | Year Ended December 31, |      
|                                          |  | 2004                    |       | 2005 |   |       | 2006 | 
|Current:                                  |  |                         |       |      |   |       |      |  |         |  
|Federal                                   |  | $                       | 132   |      | $ | (54   | )    |  | 159     |  
|Foreign                                   |  |                         | 17    |      |   | 43    |      |  | 571     |  
|State and local                           |  |                         | 18    |      |   | 104   |      |  |        |  
|                                          |  |                         |       |      |   |       |      |  |         |  
|                                          |  |                         | 167   |      |   | 93    |      |  | 730     |  
|Deferred                                  |  |                         |       |      |   |       |      |  |         |  
|Federal                                   |  |                         | 7,693 |      |   | 7,527 |      |  | (35,987 | )
|Foreign                                   |  |                         | 0     |      |   | 0     |      |  | (291    | )
|State and local                           |  |                         | 869   |      |   | 1,421 |      |  | (4,026  | )
|                                          |  |                         |       |      |   |       |      |  |         |  
|                                          |  |                         | 8,562 |      |   | 8,948 |      |  | (40,304 | )
|                                          |  |                         |       |      |   |       |      |  |         |  
|Provision for (benefit from) income taxes |  | $                       | 8,729 |      | $ | 9,041 |      |  | (39,574 | )
|                                          |  |                         |       |      |   |       |      |  |         |  

We recognized a deferred tax benefit in 2006 due to the reversal of a large portion of our
valuation allowance. Management has decided that it is more likely than not that the Company will realize the benefit of its net deferred tax assets.

The income tax expense differs from amounts computed by applying the U.S. statutory rate of 35% to pre-tax income from operations as follows:



|                                                       |  |                         |   |  |      |   |  |        |   
|------------------------------------------------------ |  | ----------------------- | - |  | ---- | - |  | ------ | --
|                                                       |  | Year Ended December 31, |  
|                                                       |  | 2004                    |   |  | 2005 |   |  | 2006   |   
|Statutory federal income tax rate                      |  | 35.0                    | % |  | 35.0 | % |  | 35.0   | % 
|State and local income tax, net of federal tax benefit |  | 3.9                     |   |  | 4.0  |   |  | 3.7    |   
|Impact of foreign tax rates                            |  | 0.1                     |   |  | 0.4  |   |  | (0.1   | ) 
|Expired losses                                         |  | 0.0                     |   |  | 0.0  |   |  | 21.2   |   
|Other, net                                             |  | 2.0                     |   |  | 1.0  |   |  | (1.3   | ) 
|Change in valuation allowance                          |  | (4.3                    | ) |  | 7.6  |   |  | (137.4 | ) 
|                                                       |  |                         |   |  |      |   |  |        |   
|                                                       |  | 36.7                    | % |  | 48.0 | % |  | (78.9  | )%
|                                                       |  |                         |   |  |      |   |  |        |   

We intend to directly re-invest income from all of our foreign subsidiaries. The aggregate
undistributed earnings of the our foreign subsidiaries for which no deferred tax liability has been recorded is approximately $3,600 at December 31, 2006. Determination of the amount of unrecognized deferred tax liability on these undistributed
earnings is not practical.

The components of pretax income from operations are as follows:



|              |  |                         |        |   |      |   |        |  |   |       
|------------- |  | ----------------------- | ------ | - | ---- | - | ------ |  | - | ------
|              |  | Year Ended December 31,
|              |  | 2004                    |        |   | 2005 |   | 2006  
|United States |  | $                       | 28,307 |   |      | $ | 16,492 |  | $ | 46,649
|Foreign       |  |                         | (4,515 | ) |      |   | 2,353  |  |   | 3,501 
|              |  |                         |        |   |      |   |        |  |   |       
|              |  | $                       | 23,792 |   |      | $ | 18,845 |  | $ | 50,150
|              |  |                         |        |   |      |   |        |  |   |       



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Deferred income tax assets and liabilities are recorded due primarily to different carrying amounts for
financial and income tax reporting purposes arising from cumulative temporary differences. Significant components of deferred tax (liabilities) assets are shown in the following table:



|                                   |  |                   |        |   |                   |   |         |         |  |   |             |   |  |   |         |  
|---------------------------------- |  | ----------------- | ------ | - | ----------------- | - | ------- | ------- |  | - | ----------- | - |  | - | ------- | -
|                                   |  | December 31, 2005 |        |   | December 31, 2006 |  
|                                   |  | Current           |        |   | Non-Current       |   |         | Current |  |   | Non-Current |  
|Accrued expenses                   |  | $                 | 1,093  |   |                   | $ |        |         |  | $ | 748         |   |  | $ |        |  
|Intangibles                        |  |                   |       |   |                   |   | (19,623 | )       |  |   |            |   |  |   | (33,821 | )
|Property & equipment               |  |                   |       |   |                   |   | 1,442   |         |  |   |            |   |  |   | 1,552   |  
|Employee benefit accruals          |  |                   | 4,277  |   |                   |   |        |         |  |   | 259         |   |  |   |        |  
|Accounts receivable                |  |                   | 415    |   |                   |   |        |         |  |   | 342         |   |  |   |        |  
|Tax credits                        |  |                   |       |   |                   |   | 581     |         |  |   | 226         |   |  |   | 460     |  
|Capital loss carryforward          |  |                   |       |   |                   |   | 6,362   |         |  |   |            |   |  |   | 366     |  
|Net operating loss carryforwards   |  |                   |       |   |                   |   | 48,482  |         |  |   |             |   |  |   | 41,717  |  
|Other-net                          |  |                   | (706   | ) |                   |   | 195     |         |  |   | 149         |   |  |   | (154    | )
|                                   |  |                   |        |   |                   |   |         |         |  |   |             |   |  |   |         |  
|Deferred tax asset/(liability)     |  |                   | 5,079  |   |                   |   | 37,439  |         |  |   | 1,724       |   |  |   | 10,120  |  
|Valuation allowance                |  |                   | (5,734 | ) |                   |   | (73,625 | )       |  |   | (266        | ) |  |   | (10,206 | )
|                                   |  |                   |        |   |                   |   |         |         |  |   |             |   |  |   |         |  
|Net deferred tax asset/(liability) |  | $                 | (655   | ) |                   | $ | (36,186 | )       |  | $ | 1,458       |   |  | $ | (86     | )
|                                   |  |                   |        |   |                   |   |         |         |  |   |             |   |  |   |         |  

Our deferred tax assets arise primarily from accumulated U.S. federal NOLs of $80,731 and capital
losses of $941, which expire between 2006 and 2025. These NOLs relate primarily to Briences operations in periods prior to February 14, 2002.

Our fourth quarter results include a reversal of a significant portion of our deferred tax asset valuation allowance. A valuation allowance, originally established in 2003 and adjusted annually thereafter, was
recorded as we determined that the realization of those tax assets did not meet the more-likely-than-not criteria under accounting rules. In the fourth quarter of 2006, based upon an evaluation of our most recent seven quarters of profitability and
the expectation of continued net income, a $49,179 tax benefit was recognized as we determined that we had met the more-likely-than-not criteria related to certain net deferred tax assets. We continue to maintain a valuation allowance for certain
other net deferred tax assets primarily associated with foreign and state net operating losses and capital loss carryforwards.

All of our
NOLs remain subject to examination and adjustment by the Internal Revenue Service.

We do not believe that any of our NOLs are currently
subject to any limitation under Section 382 of the Code. However, the NOLs acquired from Brience are subject to the separate return limitation rules under the consolidated return regulations. As a result, these NOLs generally can be utilized
only to offset income from the consolidated group of corporations or their successors that generated such losses. In addition, under Section 382 of the Code, a corporation that undergoes an ownership change generally may utilize its
pre-change NOLs only to the extent of an annual amount determined by multiplying the applicable long-term tax-exempt rate by the equity value of such corporation. A corporation generally undergoes an ownership change if the percentage of stock of
the corporation owned by one or more 5% stockholders has increased by more than 50 percentage points over a three-year period. We do not believe the consummation of our initial public offering resulted in an ownership change under Section 382
of the Code.

It is impossible for us to ensure that an ownership change will not occur in the future as changes in our stock ownership,
some of which are outside of our control, could result in an ownership change under Section 382 of the Code. For example, the sale by one or more 5% stockholders of our common stock and changes in the beneficial ownership of such stock could
result in an ownership change under Section 382 of the Code. Similarly, the exercise of outstanding stock options by our employees would count for purposes of determining whether we had an ownership change.

If we undergo an ownership change, our ability to utilize NOLs could be limited by Section 382 of the Code. The extent to which our use of our NOLs
would be limited depends on a number of legal and factual



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determinations, some of which may be subject to varying interpretations, including the date on which an ownership change occurs, the long-term tax exempt
rate, whether the equity value of the entire company or only one or more of its subsidiaries would be used in the application of the Section 382 limitation and the equity value of the company or such subsidiaries, as applicable. If it is
determined that an ownership change occurred prior to July 23, 2005, there is a significant risk that the amount of NOLs acquired from Brience that would be useable in any one year after the ownership change would be severely limited. If the
limitation were significant, our limited ability to use these NOLs to offset future taxable income could materially increase our future U.S. federal income tax liability.

19. Commitments and Contingencies

We are currently a party to various claims and legal actions that
arise in the ordinary course of business. We believe such claims and legal actions, individually and in the aggregate, will not have a material adverse effect on our business, financial condition or results of operations. As of December 31,
2006, we have considered all of the claims and disputes of which we are aware and have provided for probable losses as part of the allowance for doubtful accounts, allowance for credit memos or accrued liabilities.

The most significant of these claims, in terms of dollars sought, are described below:

SBC Communications, Inc., d/b/a SBC Ameritech, SBC Southwestern Bell and SBC Pacific Bell (collectively, SBC), have asserted claims against us in the
total principal sum of $7,281, based on alleged overcharging for services we provided. We deny the claims, believe they are unfounded and on April 15, 2003 filed a complaint in Hillsborough County, Florida against SBC Southwestern Bell and SBC
Pacific Bell seeking a Declaratory Judgment denying their claims and seeking $1,358, which they have refused to pay.

On June 28,
2004, SBC Ameritech filed a Demand for Arbitration in Chicago seeking $2,100 of the $7,281 it claims it was over-billed by Syniverse. On July 19, 2004 we filed a motion to dismiss/abate the Demand based on SBC Ameritechs failure to engage
in mediation prior to arbitration, as required by the contract under which it alleges it was over-billed. The motion was denied on December 14, 2004. On May 4, 2006, an Arbitrator issued a written decision denying SBC Ameritechs
$2,100 claim and ordering it to pay us $76. On August 23, 2006, all claims between SBC and Syniverse relating to this matter were settled resulting in a $1,368 charge to our statements of operations during the third quarter of 2006.

On April 21, 2005, we filed a complaint against BellSouth Telecommunications, Inc. in the Federal District Court in Tampa, Florida seeking
judgment for unpaid charges of approximately $3,290 related to calling name database services provided during March 2004 to July 2004 for which BellSouth has refused payment. On December 18, 2006, all claims between Syniverse and BellSouth were
settled resulting in a full and final resolution of this matter.

On August 9, 2005, we filed a complaint seeking injunctive relief
and damages in Hillsborough County, Florida against Electronic Data Systems Corporation (EDS) and EDS Information Services LLC alleging a breach of contract, tortious interference with prospective business relations and unfair
competition. This complaint was based on our discovery in the second quarter of 2005 that EDS was offering to provide clearing services to one of our customers when the customers contract with Syniverse expires in 2006. We believe this offer
to provide clearing services to that customer constitutes a breach of certain non-compete obligations of EDS contained in the asset purchase agreement between EDS and us.

On August 11, 2005, the Circuit Court of the 13thJudicial Circuit for the State of Florida granted our motion for a temporary injunction and enjoined the EDS defendants from selling the assets of their
European subsidiaries unless the prospective purchaser assumed the non-compete obligations of EDS. The injunction is conditioned upon Syniverse providing a $1 million surety bond, which we have now paid. We intend to continue to pursue this matter
vigorously.



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On April 13, 2006, we were served with a Petition for Declaratory Judgment filed by Billing
Concepts, Inc. d/b/a BSG Clearing Solutions (BCI) in Texas State Court asking the court to find, in pertinent part, that BCIs offering of services competitive to Syniverse in the United States and North America is not subject to
the restrictions imposed on BSG-Germany. Syniverse contests the Petition and filed an appropriate response in accordance with local court rules.

20.
Related Party Transactions

In addition to related party transactions disclosed elsewhere in the footnotes, the following summarizes
information related to additional related party transactions.

Professional Services Agreement

We have agreed to pay GTCR Golder Rauner, LLC (GTCR) an annual fee of $500 for its ongoing services as our financial and management consultant. We
incurred $500 for the year ended December 31, 2004 and $83 for the year ended December 31, 2005. In connection with our public offering in February 2005, the professional services agreement was terminated.

Additionally, in connection with the Third Amendment to our previous senior credit facility on September 30, 2004, we paid GTCR a $445 placement
fee.

Revenue Guaranty Agreement

Verizon agreed, through December 31, 2005, to make quarterly payments to us if the amount of wireless revenues, as defined, for a given period is less than the revenue target for such period. In general the revenue guaranty payments
will be due if wireless revenues during each of the years in the period from February 14, 2002 to December 31, 2005 are less than 82.5% of the agreed-upon targets. The payments due would be calculated as equal to 61.875% of the quarterly
shortfall. No payments from Verizon are due under the guaranty agreement for the period from February 14, 2002 to December 31, 2002 or the years ended December 31, 2003, 2004 and 2005. This agreement has now expired.

Other

GTCR Fund VII, L.P., investment fund
affiliated with our controlling equityholder, has loaned Mr. Evans approximately $1,000 to fund a portion of the purchase price for his purchase of Co-Invest Units and Carried Units. This loan bears interest at a rate of 10% per annum.
This loan is not recorded in our financial statements. On February 15, 2005 this loan of $1,000 plus accrued interest of $300 was repaid.

We transact business and recognize revenues and expenses from Transaction Network Services, Inc. (TNS), a company affiliated with Syniverse Inc.s controlling stockholder through 2005. As of January 1, 2006, TNS was not affiliated
with Syniverses controlling stockholder. For the years ended December 31, 2004, 2005 and 2006, we recognized revenues in the amount of $1,462, $959 and $0 respectively. For the years ended December 31, 2004, 2005 and 2006, we
recognized expenses in the amount of $195, $294 and $0, respectively.



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21. Quarterly Financial Information (Unaudited)

The following presents quarterly financial results for the year ended December 31, 2006.



|                                               |  |                    |        |                     |   |                    |  |                     |        |  |   |       
|---------------------------------------------- |  | ------------------ | ------ | ------------------- | - | ------------------ |  | ------------------- | ------ |  | - | ------
|                                               |  | First Quarter 2006 |        | Second Quarter 2006 |   | Third Quarter 2006 |  | Fourth Quarter 2006
|Revenues                                       |  | $                  | 75,417 |                     | $ | 82,194             |  | $                   | 93,567 |  | $ | 85,841
|Operating income                               |  |                    | 11,088 |                     |   | 18,237             |  |                     | 27,155 |  |   | 19,766
|Net income                                     |  |                    | 3,550  |                     |   | 9,487              |  |                     | 17,582 |  |   | 59,105
|Net income attributable to common stockholders |  |                    | 3,550  |                     |   | 9,487              |  |                     | 17,582 |  |   | 59,105
|Basic and diluted net income per common share  |  | $                  | 0.05   |                     | $ | 0.14               |  | $                   | 0.26   |  | $ | 0.88  

The following presents quarterly financial results for the year ended December 31, 2005.



|                                                      |  |                    |         |   |                     |   |                    |  |   |                     |   |  |   |       
|----------------------------------------------------- |  | ------------------ | ------- | - | ------------------- | - | ------------------ |  | - | ------------------- | - |  | - | ------
|                                                      |  | First Quarter 2005 |         |   | Second Quarter 2005 |   | Third Quarter 2005 |  |   | Fourth Quarter 2005
|Revenues                                              |  | $                  | 79,419  |   |                     | $ | 86,875             |  | $ | 91,879              |   |  | $ | 83,618
|Operating income                                      |  |                    | 19,292  |   |                     |   | 22,047             |  |   | 29,011              |   |  |   | 22,553
|Net income (loss)                                     |  |                    | (16,952 | ) |                     |   | 11,778             |  |   | (295                | ) |  |   | 15,273
|Net income (loss) attributable to common stockholders |  |                    | (21,147 | ) |                     |   | 11,778             |  |   | (295                | ) |  |   | 15,273
|Basic and diluted net income (loss) per common share  |  | $                  | (0.43   | ) |                     | $ | 0.18               |  | $ | 0.00                |   |  | $ | 0.23  

In the quarters ended March 31, 2005,
September 30, 2005 and September 30, 2006 (as more fully described in Note 13), we recognized $23,788, $19,016 and 924, respectively, on the early extinguishment of debt related to our previous senior credit facility and the tender of our
123/4% senior subordinated notes due 2009.

22. Other Events

In December 2006, our Board of Directors named Robert J. Marino non-executive
Chairman of the Board effective December 31, 2006. Mr. Marino succeeded G. Edward Evans, who left the company at the end of 2006.

23.
Supplemental Consolidating Financial Information

Syniverses payment obligations under the senior notes, described in Note 13
above, are guaranteed by Syniverse Inc. and all domestic subsidiaries of Syniverse including Syniverse Brience (collectively, the Guarantors). The results of Syniverse BV, Syniverse Limited and ITHL are included as non-guarantors. Such guarantees
are full, unconditional and joint and several. The following supplemental financial information sets forth, on an unconsolidated basis, balance sheets, statements of operations, and statements of cash flows information for Syniverse Inc., Syniverse
and for the guarantor and non-guarantor subsidiaries. The supplemental financial information reflects the investment Syniverse, Inc. using the equity method of accounting.



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CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2006



|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|------------------------------------------ |  | ------------- | ------- | - | --------- | - | ------- | -------------------- |  | - | ------------------------ | - |  | ------------ | ------ | - | ------------ | - | -------- | - |  | - | ------- | -
|                                           |  | SyniverseInc. |         |   | Syniverse |   |         | SubsidiaryGuarantors |  |   | SubsidiaryNon-Guarantors |   |  | Eliminations |        |   | Consolidated |  
|ASSETS                                     |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Current assets:                            |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Cash                                       |  | $             | 41      |   |           | $ | 18,920  |                      |  | $ |                         |   |  | $            | 7,743  |   |              | $ |         |   |  | $ | 26,704  |  
|Accounts receivable, net of allowances     |  |               |        |   |           |   | 57,090  |                      |  |   |                         |   |  |              | 12,073 |   |              |   |         |   |  |   | 69,163  |  
|Accounts receivableaffiliates             |  |               | 95      |   |           |   | 7,395   |                      |  |   | 417                      |   |  |              |       |   |              |   | (7,907   | ) |  |   |        |  
|Prepaid and other current assets           |  |               |        |   |           |   | 5,274   |                      |  |   |                         |   |  |              | 4,863  |   |              |   |         |   |  |   | 10,137  |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Total current assets                       |  |               | 136     |   |           |   | 88,679  |                      |  |   | 417                      |   |  |              | 24,679 |   |              |   | (7,907   | ) |  |   | 106,004 |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Property and equipment, net                |  |               |        |   |           |   | 41,860  |                      |  |   |                         |   |  |              | 1,020  |   |              |   |         |   |  |   | 42,880  |  
|Capitalized software, net                  |  |               |        |   |           |   | 45,352  |                      |  |   |                         |   |  |              | 6,451  |   |              |   |         |   |  |   | 51,803  |  
|Deferred costs, net                        |  |               |        |   |           |   | 4,842   |                      |  |   |                         |   |  |              |       |   |              |   |         |   |  |   | 4,842   |  
|Goodwill                                   |  |               |        |   |           |   | 361,239 |                      |  |   |                         |   |  |              | 32,423 |   |              |   |         |   |  |   | 393,662 |  
|Identifiable intangibles, net:             |  |               |        |   |           |   | 178,047 |                      |  |   |                         |   |  |              | 4,207  |   |              |   |         |   |  |   | 182,254 |  
|Other assets                               |  |               |        |   |           |   | 2,702   |                      |  |   |                         |   |  |              |       |   |              |   |         |   |  |   | 2,702   |  
|Investment in subsidiaries                 |  |               | 414,704 |   |           |   | 47,671  |                      |  |   |                         |   |  |              |       |   |              |   | (462,375 | ) |  |   |        |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Total assets                               |  | $             | 414,840 |   |           | $ | 770,392 |                      |  | $ | 417                      |   |  | $            | 68,780 |   |              | $ | (470,282 | ) |  | $ | 784,147 |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|LIABILITIES AND STOCKHOLDERS' EQUITY       |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Current liabilities:                       |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Accounts payable                           |  | $             | 30      |   |           | $ | 7,421   |                      |  | $ |                         |   |  | $            | 1,140  |   |              | $ |         |   |  | $ | 8,591   |  
|Accounts payableaffiliates                |  |               |         |   |           |   |        |                      |  |   |                         |   |  |              | 7,907  |   |              |   | (7,907   | ) |  |   |        |  
|Accrued payroll and related benefits       |  |               | 16      |   |           |   | 3,742   |                      |  |   |                         |   |  |              | 1,384  |   |              |   |         |   |  |   | 5,142   |  
|Accrued interest                           |  |               |        |   |           |   | 5,206   |                      |  |   |                         |   |  |              |       |   |              |   |         |   |  |   | 5,206   |  
|Other accrued liabilities                  |  |               |        |   |           |   | 27,269  |                      |  |   |                         |   |  |              | 9,192  |   |              |   |         |   |  |   | 36,461  |  
|Current portion of Term Note B             |  |               |        |   |           |   | 1,393   |                      |  |   |                         |   |  |              |       |   |              |   |         |   |  |   | 1,393   |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Total current liabilities                  |  |               | 46      |   |           |   | 45,031  |                      |  |   |                         |   |  |              | 19,623 |   |              |   | (7,907   | ) |  |   | 56,793  |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Long-term liabilities:                     |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Deferred tax liabilities                   |  |               |        |   |           |   |        |                      |  |   |                         |   |  |              | 1,900  |   |              |   |         |   |  |   | 1,900   |  
|73/4%
Senior Subordinated Notes due 2013   |  |               |        |   |           |   | 175,000 |                      |  |   |                         |   |  |              |       |   |              |   |         |   |  |   | 175,000 |  
|Term Note B                                |  |               |        |   |           |   | 135,168 |                      |  |   |                         |   |  |              |       |   |              |   |         |   |  |   | 135,168 |  
|Other long-term liabilities                |  |               |        |   |           |   | 489     |                      |  |   |                         |   |  |              | 3      |   |              |   |         |   |  |   | 492     |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Total long-term liabilities                |  |               |        |   |           |   | 310,657 |                      |  |   |                         |   |  |              | 1,903  |   |              |   |         |   |  |   | 312,560 |  
|                                           |  |               |         |   |           |  
|Stockholders' equity:                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Common stock                               |  |               | 68      |   |           |   |        |                      |  |   | 116,630                  |   |  |              | 31     |   |              |   | (116,661 | ) |  |   | 68      |  
|Additional paid-in capital                 |  |               | 459,125 |   |           |   | 459,075 |                      |  |   |                         |   |  |              | 47,153 |   |              |   | (506,228 | ) |  |   | 459,125 |  
|Accumulated deficit                        |  |               | (44,777 | ) |           |   | (44,777 | )                    |  |   | (116,213                 | ) |  |              | (336   | ) |              |   | 161,326  |   |  |   | (44,777 | )
|Accumulated other comprehensive income     |  |               | 406     |   |           |   | 406     |                      |  |   |                         |   |  |              | 406    |   |              |   | (812     | ) |  |   | 406     |  
|Less treasury stock, at cost               |  |               | (28     | ) |           |   |        |                      |  |   |                         |   |  |              |       |   |              |   |         |   |  |   | (28     | )
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Total stockholders' equity                 |  |               | 414,794 |   |           |   | 414,704 |                      |  |   | 417                      |   |  |              | 47,254 |   |              |   | (462,375 | ) |  |   | 414,794 |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  
|Total liabilities and stockholders' equity |  | $             | 414,840 |   |           | $ | 770,392 |                      |  | $ | 417                      |   |  | $            | 68,780 |   |              | $ | (470,282 | ) |  | $ | 784,147 |  
|                                           |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |          |   |  |   |         |  



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CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2006



|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------- |  | ------------- | ------- | - | --------- | - | ------- | -------------------- |  | ------------------------ | --- |  | ------------ | ------ | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                                                    |  | SyniverseInc. |         |   | Syniverse |   |         | SubsidiaryGuarantors |  | SubsidiaryNon-Guarantors |     |  | Eliminations |        |   | Consolidated |  
|Revenues                                                                            |  | $             |        |   |           | $ | 310,590 |                      |  | $                        | 150 |  | $            | 26,279 |   |              | $ |        |   |  | $ | 337,019 |  
|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|Costs and expenses:                                                                 |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|Cost of operations (excluding depreciation and amortization shown separately below) |  |               | 153     |   |           |   | 121,495 |                      |  |                          |    |  |              | 12,993 |   |              |   |        |   |  |   | 134,641 |  
|Sales and marketing                                                                 |  |               | 378     |   |           |   | 20,322  |                      |  |                          |    |  |              | 4,746  |   |              |   |        |   |  |   | 25,446  |  
|General and administrative                                                          |  |               | 1,289   |   |           |   | 54,189  |                      |  |                          | 8   |  |              | 3,022  |   |              |   |        |   |  |   | 58,508  |  
|Depreciation and amortization                                                       |  |               |        |   |           |   | 39,659  |                      |  |                          |    |  |              | 1,513  |   |              |   |        |   |  |   | 41,172  |  
|Restructuring                                                                       |  |               |        |   |           |   | 1,006   |                      |  |                          |    |  |              |       |   |              |   |         |   |  |   | 1,006   |  
|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|                                                                                    |  |               | 1,820   |   |           |   | 236,671 |                      |  |                          | 8   |  |              | 22,274 |   |              |   |        |   |  |   | 260,773 |  
|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|Operating income (loss)                                                             |  |               | (1,820  | ) |           |   | 73,919  |                      |  |                          | 142 |  |              | 4,005  |   |              |   |        |   |  |   | 76,246  |  
|                                                                                    |  |               |         |   |           |  
|Other income (expense), net:                                                        |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|Income from equity investment                                                       |  |               | 51,441  |   |           |   | 3,808   |                      |  |                          |    |  |              |       |   |              |   | (55,249 | ) |  |   |        |  
|Interest income                                                                     |  |               | 2       |   |           |   | 1,785   |                      |  |                          |    |  |              | 37     |   |              |   |        |   |  |   | 1,824   |  
|Interest expense                                                                    |  |               |        |   |           |   | (27,176 | )                    |  |                          |    |  |              | (152   | ) |              |   |        |   |  |   | (27,328 | )
|Loss on extinguishment of debt                                                      |  |               |        |   |           |   | (924    | )                    |  |                          |    |  |              |       |   |              |   |        |   |  |   | (924    | )
|Other, net                                                                          |  |               | 527     |   |           |   | 29      |                      |  |                          |    |  |              | (224   | ) |              |   |        |   |  |   | 332     |  
|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|                                                                                    |  |               | 51,970  |   |           |   | (22,478 | )                    |  |                          |    |  |              | (339   | ) |              |   | (55,249 | ) |  |   | (26,096 | )
|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|Income before provision for (benefit from) income taxes                             |  |               | 50,150  |   |           |   | 51,441  |                      |  |                          | 142 |  |              | 3,666  |   |              |   | (55,249 | ) |  |   | 50,150  |  
|                                                                                    |  |               |         |   |           |  
|Provision for (benefit from) income taxes                                           |  |               | (39,574 | ) |           |   | (40,100 | )                    |  |                          |    |  |              | 526    |   |              |   | 39,574  |   |  |   | (39,574 | )
|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  
|Net income                                                                          |  |               | 89,724  |   |           |   | 91,541  |                      |  |                          | 142 |  |              | 3,140  |   |              |   | (94,823 | ) |  |   | 89,724  |  
|                                                                                    |  |               |         |   |           |   |         |                      |  |                          |     |  |              |        |   |              |   |         |   |  |   |         |  



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CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2006



|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | --------- | - | ------- | -------------------- |  | - | ------------------------ | - |  | ------------ | ------ | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                                                                      |  | SyniverseInc. |         |   | Syniverse |   |         | SubsidiaryGuarantors |  |   | SubsidiaryNon-Guarantors |   |  | Eliminations |        |   | Consolidated |  
|Cash flows from operatingactivities                                                                   |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net income                                                                                            |  | $             | 89,724  |   |           | $ | 91,541  |                      |  | $ | 142                      |   |  | $            | 3,140  |   |              | $ | (94,823 | ) |  | $ | 89,724  |  
|Adjustments to reconcile net income to net cash provided by operating activities:                     |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Depreciation and amortization including amortization of deferred debt issuance costs                  |  |               |        |   |           |   | 41,210  |                      |  |   |                         |   |  |              | 1,328  |   |              |   |        |   |  |   | 42,538  |  
|Provision for uncollectible accounts                                                                  |  |               |        |   |           |   | 456     |                      |  |   |                         |   |  |              | 33     |   |              |   |        |   |  |   | 489     |  
|Deferred income tax expense, benefit                                                                  |  |               |        |   |           |   | (40,126 | )                    |  |   |                         |   |  |              | (178   | ) |              |   |        |   |  |   | (40,304 | )
|Loss on extinguishment of debt                                                                        |  |               |        |   |           |   | 924     |                      |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | 924     |  
|Income from equity investment                                                                         |  |               | (51,441 | ) |           |   | (3,808  | )                    |  |   |                         |   |  |              |       |   |              |   | 55,249  |   |  |   |        |  
|Stock-based compensation                                                                              |  |               | 1,820   |   |           |   |        |                      |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | 1,820   |  
|Gain on sale of marketable securities                                                                 |  |               |        |   |           |   | (119    | )                    |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | (119    | )
|Loss on disposition of property                                                                       |  |               |        |   |           |   | 441     |                      |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | 441     |  
|Changes in operating assets and liabilities:                                                          |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Accounts receivable                                                                                   |  |               |        |   |           |   | 2,254   |                      |  |   | 664                      |   |  |              | (3,555 | ) |              |   |        |   |  |   | (637    | )
|Other current assets                                                                                  |  |               |        |   |           |   | 486     |                      |  |   |                         |   |  |              | 2,471  |   |              |   |        |   |  |   | 2,957   |  
|Accounts payable                                                                                      |  |               |        |   |           |   | (8,185  | )                    |  |   |                         |   |  |              | 2,225  |   |              |   |        |   |  |   | (5,960  | )
|Other current liabilities                                                                             |  |               | (39,574 | ) |           |   | 7,575   |                      |  |   | (866                     | ) |  |              | (309   | ) |              |   | 39,574  |   |  |   | 6,400   |  
|Other assets and liabilities                                                                          |  |               | (631    | ) |           |   | 59      |                      |  |   |                         |   |  |              | 110    |   |              |   |        |   |  |   | (462    | )
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net cash provided by (used in) operating activities                                                   |  |               | (102    | ) |           |   | 92,708  |                      |  |   | (60                      | ) |  |              | 5,265  |   |              |   |        |   |  |   | 97,811  |  
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Cash flows from investing activities                                                                  |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Capital expenditures                                                                                  |  |               |        |   |           |   | (19,605 | )                    |  |   |                         |   |  |              | (316   | ) |              |   |        |   |  |   | (19,921 | )
|Proceeds from the sale of marketable securities                                                       |  |               |        |   |           |   | 119     |                      |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | 119     |  
|Acquisition of ITHL, net of acquired cash                                                             |  |               |        |   |           |   | (45,012 | )                    |  |   |                         |   |  |              | 1,131  |   |              |   |        |   |  |   | (43,881 | )
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net cash provided by (used) in investing activities                                                   |  |               |        |   |           |   | (64,498 | )                    |  |   |                         |   |  |              | 815    |   |              |   |        |   |  |   | (63,683 | )
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Cash flows from financing activities                                                                  |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Repayment of 123/4% senior subordinated notes due 2009, including prepayment premium and related fees |  |               |        |   |           |   | (15,424 | )                    |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | (15,424 | )
|Principal payments on new senior credit facility                                                      |  |               |        |   |           |   | (41,763 | )                    |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | (41,763 | )
|Stock options exercised                                                                               |  |               | 140     |   |           |   |        |                      |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | 140     |  
|Purchase of treasury stock                                                                            |  |               | (5      | ) |           |   |        |                      |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | (5      | )
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net cash provided by (used) in financing activities                                                   |  |               | 135     |   |           |   | (57,187 | )                    |  |   |                         |   |  |              |       |   |              |   |        |   |  |   | (57,052 | )
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Effect of exchange rate changes on cash                                                               |  |               |        |   |           |   | 1       |                      |  |   |                         |   |  |              | 333    |   |              |   |        |   |  |   | 334     |  
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net increase (decrease) in cash                                                                       |  |               | 33      |   |           |   | (28,976 | )                    |  |   | (60                      | ) |  |              | 6,413  |   |              |   |        |   |  |   | (22,590 | )
|Cash at beginning of period                                                                           |  |               | 8       |   |           |   | 47,896  |                      |  |   | 60                       |   |  |              | 1,330  |   |              |   |        |   |  |   | 49,294  |  
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  
|Cash at end of period                                                                                 |  | $             | 41      |   |           | $ | 18,920  |                      |  | $ |                         |   |  | $            | 7,743  |   |              | $ |        |   |  | $ | 26,704  |  
|                                                                                                      |  |               |         |   |           |   |         |                      |  |   |                          |   |  |              |        |   |              |   |         |   |  |   |         |  



103



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##### Table of Contents

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2005



|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|----------------------------------------------------------------------------- |  | ------------- | -------- | - | --------- | - | -------- | --------------------- |  | - | ------------------------- | - |  | ------------ | ------ | - | ------------ | - | -------- | - |  | - | -------- | -
|                                                                              |  | SyniverseInc. |          |   | Syniverse |   |          | Subsidiary Guarantors |  |   | Subsidiary Non-Guarantors |   |  | Eliminations |        |   | Consolidated |  
|ASSETS                                                                        |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Current assets:                                                               |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Cash and cash equivalents                                                     |  | $             | 8        |   |           | $ | 47,896   |                       |  | $ | 60                        |   |  | $            | 1,330  |   |              | $ |         |   |  | $ | 49,294   |  
|Accounts receivable, net of allowances                                        |  |               |         |   |           |   | 59,814   |                       |  |   | 650                       |   |  |              | 1,271  |   |              |   |         |   |  |   | 61,735   |  
|Accounts receivableaffiliates                                                |  |               |         |   |           |   | 4,050    |                       |  |   | 431                       |   |  |              |       |   |              |   | (4,481   | ) |  |   |         |  
|Deferred tax assets, net                                                      |  |               |         |   |           |   |         |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   |         |  
|Prepaid and other current assets                                              |  |               |         |   |           |   | 4,147    |                       |  |   | 117                       |   |  |              | 115    |   |              |   |         |   |  |   | 4,379    |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Total current assets                                                          |  |               | 8        |   |           |   | 115,907  |                       |  |   | 1,258                     |   |  |              | 2,716  |   |              |   | (4,481   | ) |  |   | 115,408  |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Property and equipment, net                                                   |  |               |         |   |           |   | 43,318   |                       |  |   |                          |   |  |              | 108    |   |              |   |         |   |  |   | 43,426   |  
|Capitalized software, net                                                     |  |               |         |   |           |   | 52,525   |                       |  |   |                          |   |  |              | 149    |   |              |   |         |   |  |   | 52,674   |  
|Deferred costs, net                                                           |  |               |         |   |           |   | 6,218    |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 6,218    |  
|Goodwill                                                                      |  |               |         |   |           |   | 361,311  |                       |  |   |                          |   |  |              | 754    |   |              |   |         |   |  |   | 362,065  |  
|Identifiable intangibles, net:                                                |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |         |  
|Customer contract, net                                                        |  |               |         |   |           |   | 1        |                       |  |   |                          |   |  |              | 300    |   |              |   |         |   |  |   | 301      |  
|Customer base, net                                                            |  |               |         |   |           |   | 190,026  |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 190,026  |  
|Other assets                                                                  |  |               |         |   |           |   | 1,240    |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 1,240    |  
|Investment in subsidiaries                                                    |  |               | 322,632  |   |           |   | (390     | )                     |  |   |                          |   |  |              |       |   |              |   | (322,242 | ) |  |   |         |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Total assets                                                                  |  | $             | 322,640  |   |           | $ | 770,156  |                       |  | $ | 1,258                     |   |  | $            | 4,027  |   |              | $ | (326,723 | ) |  | $ | 771,358  |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                          |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Current liabilities:                                                          |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Accounts payable                                                              |  | $             |         |   |           | $ | 4,854    |                       |  | $ |                          |   |  | $            | 8      |   |              | $ |         |   |  | $ | 4,862    |  
|Accounts payableaffiliates                                                   |  |               |         |   |           |   |         |                       |  |   |                          |   |  |              | 4,481  |   |              |   | (4,481   | ) |  |   |         |  
|Accrued payroll and related benefits                                          |  |               | 1        |   |           |   | 11,115   |                       |  |   |                          |   |  |              | 622    |   |              |   |         |   |  |   | 11,738   |  
|Accrued interest                                                              |  |               |         |   |           |   | 5,618    |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 5,618    |  
|Other accrued liabilities                                                     |  |               |         |   |           |   | 20,503   |                       |  |   | 156                       |   |  |              | 408    |   |              |   |         |   |  |   | 21,067   |  
|Current portion of 123/4% Senior Subordinated Notes due 2009, net of discount |  |               |         |   |           |   | 14,469   |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 14,469   |  
|Current portion of Term Note B                                                |  |               |         |   |           |   | 1,801    |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 1,801    |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Total current liabilities                                                     |  |               | 1        |   |           |   | 58,360   |                       |  |   | 156                       |   |  |              | 5,519  |   |              |   | (4,481   | ) |  |   | 59,555   |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Long-term liabilities:                                                        |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Deferred tax liabilities                                                      |  |               |         |   |           |   | 36,186   |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 36,186   |  
|123/4% Senior Subordinated Notes due 2009, net of discount                    |  |               |         |   |           |   |         |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   |         |  
|73/4%
Senior Subordinated Notes due 2013                                      |  |               |         |   |           |   | 175,000  |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 175,000  |  
|Term Note B, net of discount                                                  |  |               |         |   |           |   | 176,524  |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 176,524  |  
|Other long-term liabilities                                                   |  |               |         |   |           |   | 1,454    |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 1,454    |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Total long-term liabilities                                                   |  |               |         |   |           |   | 389,164  |                       |  |   |                          |   |  |              |       |   |              |   |         |   |  |   | 389,164  |  
|                                                                              |  |               |          |   |           |  
|Stockholders equity:                                                         |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Common stock                                                                  |  |               | 68       |   |           |   |         |                       |  |   | 117,340                   |   |  |              | 21     |   |              |   | (117,361 | ) |  |   | 68       |  
|Additional paid-in capital                                                    |  |               | 457,165  |   |           |   | 457,226  |                       |  |   |                          |   |  |              | 2,151  |   |              |   | (459,377 | ) |  |   | 457,165  |  
|Accumulated deficit                                                           |  |               | (134,501 | ) |           |   | (134,501 | )                     |  |   | (116,355                  | ) |  |              | (3,476 | ) |              |   | 254,332  |   |  |   | (134,501 | )
|Accumulated other comprehensive income (loss)                                 |  |               | (70      | ) |           |   | (70      | )                     |  |   | 117                       |   |  |              | (188   | ) |              |   | 141      |   |  |   | (70      | )
|Less treasury stock, at cost                                                  |  |               | (23      | ) |           |   | (23      | )                     |  |   |                          |   |  |              |       |   |              |   | 23       |   |  |   | (23      | )
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Total stockholders equity (deficit)                                          |  |               | 322,639  |   |           |   | 322,632  |                       |  |   | 1,102                     |   |  |              | (1,492 | ) |              |   | (322,242 | ) |  |   | 322,639  |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  
|Total liabilities and stockholders equity                                    |  | $             | 322,640  |   |           | $ | 770,156  |                       |  | $ | 1,258                     |   |  | $            | 4,027  |   |              | $ | (326,723 | ) |  | $ | 771,358  |  
|                                                                              |  |               |          |   |           |   |          |                       |  |   |                           |   |  |              |        |   |              |   |          |   |  |   |          |  



104



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CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005



|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------- |  | ------------- | ------ | - | --------- | - | ------- | -------------------- |  | ------------------------ | --- |  | ------------ | ----- | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                                                    |  | SyniverseInc. |        |   | Syniverse |   |         | SubsidiaryGuarantors |  | SubsidiaryNon-Guarantors |     |  | Eliminations |       |   | Consolidated |  
|Revenues                                                                            |  | $             |       |   |           | $ | 336,987 |                      |  | $                        | 289 |  | $            | 4,515 |   |              | $ |        |   |  | $ | 341,791 |  
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|Costs and expenses:                                                                 |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|Cost of operations (excluding depreciation and amortization shown separately below) |  |               |       |   |           |   | 127,977 |                      |  |                          |    |  |              | 1,213 |   |              |   |        |   |  |   | 129,190 |  
|Sales and marketing                                                                 |  |               |       |   |           |   | 20,220  |                      |  |                          |    |  |              | 3,124 |   |              |   |        |   |  |   | 23,344  |  
|General and administrative                                                          |  |               | 4      |   |           |   | 48,786  |                      |  |                          | 17  |  |              | 589   |   |              |   |        |   |  |   | 49,396  |  
|Depreciation and amortization                                                       |  |               |       |   |           |   | 46,561  |                      |  |                          |    |  |              | 254   |   |              |   |        |   |  |   | 46,815  |  
|Restructuring                                                                       |  |               |       |   |           |   |        |                      |  |                          |    |  |              | 143   |   |              |   |         |   |  |   | 143     |  
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|                                                                                    |  |               | 4      |   |           |   | 243,544 |                      |  |                          | 17  |  |              | 5,323 |   |              |   |        |   |  |   | 248,888 |  
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|Operating income (loss)                                                             |  |               | (4     | ) |           |   | 93,443  |                      |  |                          | 272 |  |              | (808  | ) |              |   |        |   |  |   | 92,903  |  
|                                                                                    |  |               |        |   |           |  
|Other income (expense), net:                                                        |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|Income (loss) from equity investment                                                |  |               | 18,849 |   |           |   | 2,625   |                      |  |                          |    |  |              |      |   |              |   | (21,474 | ) |  |   |        |  
|Interest income                                                                     |  |               |       |   |           |   | 1,951   |                      |  |                          |    |  |              | 6     |   |              |   |        |   |  |   | 1,957   |  
|Interest expense                                                                    |  |               |       |   |           |   | (34,531 | )                    |  |                          |    |  |              | (116  | ) |              |   |        |   |  |   | (34,647 | )
|Loss on extinguishment of debt                                                      |  |               |       |   |           |   | (42,804 | )                    |  |                          |    |  |              |      |   |              |   |        |   |  |   | (42,804 | )
|Other, net                                                                          |  |               |       |   |           |   | (1,835  | )                    |  |                          |    |  |              | 3,271 |   |              |   |        |   |  |   | 1,436   |  
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|                                                                                    |  |               | 18,849 |   |           |   | (74,594 | )                    |  |                          |    |  |              | 3,161 |   |              |   | (21,474 | ) |  |   | (74,058 | )
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|Income before provision for income taxes                                            |  |               | 18,845 |   |           |   | 18,849  |                      |  |                          | 272 |  |              | 2,353 |   |              |   | (21,474 | ) |  |   | 18,845  |  
|Provision for income taxes                                                          |  |               | 9,041  |   |           |   | 9,041   |                      |  |                          |    |  |              |      |   |              |   | (9,041  | ) |  |   | 9,041   |  
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|Net income                                                                          |  |               | 9,804  |   |           |   | 9,808   |                      |  |                          | 272 |  |              | 2,353 |   |              |   | (12,433 | ) |  |   | 9,804   |  
|Preferred stock dividends                                                           |  |               | (4,195 | ) |           |   |        |                      |  |                          |    |  |              |      |   |              |   |        |   |  |   | (4,195  | )
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  
|Net income attributable to common stockholders                                      |  | $             | 5,609  |   |           | $ | 9,808   |                      |  | $                        | 272 |  | $            | 2,353 |   |              | $ | (12,433 | ) |  | $ | 5,609   |  
|                                                                                    |  |               |        |   |           |   |         |                      |  |                          |     |  |              |       |   |              |   |         |   |  |   |         |  



105



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##### Table of Contents

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2005



|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | --------- | - | -------- | --------------------- |  | - | ------------------------- | - |  | ------------ | ----- | - | ------------ | - | ------- | - |  | - | -------- | -
|                                                                                                        |  | Syniverse Inc. |         |   | Syniverse |   |          | Subsidiary Guarantors |  |   | Subsidiary Non-Guarantors |   |  | Eliminations |       |   | Consolidated |  
|Cash flows from operating activities                                                                    |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Net income                                                                                              |  | $              | 9,804   |   |           | $ | 9,804    |                       |  | $ | 272                       |   |  | $            | 2,353 |   |              | $ | (12,429 | ) |  | $ | 9,804    |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities:             |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Depreciation and amortization including amortization of deferred debt issuance costs                    |  |                |        |   |           |   | 50,178   |                       |  |   |                          |   |  |              | 253   |   |              |   |        |   |  |   | 50,431   |  
|Provision for uncollectible accounts                                                                    |  |                |        |   |           |   | 546      |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 546      |  
|Deferred income tax expense                                                                             |  |                |        |   |           |   | 8,948    |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 8,948    |  
|(Income) loss from equity investment                                                                    |  |                | (18,845 | ) |           |   | (2,625   | )                     |  |   |                          |   |  |              |      |   |              |   | 21,470  |   |  |   |         |  
|Loss on extinguishment of debt                                                                          |  |                |        |   |           |   | 42,804   |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 42,804   |  
|Loss on disposition of property                                                                         |  |                |        |   |           |   | 612      |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 612      |  
|Gain on sale of marketable securities                                                                   |  |                |        |   |           |   | (1,446   | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (1,446   | )
|Changes in operating assets and liabilities:                                                            |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Accounts receivable                                                                                     |  |                |        |   |           |   | 18,297   |                       |  |   | (163                      | ) |  |              | (965  | ) |              |   |        |   |  |   | 17,169   |  
|Other current assets                                                                                    |  |                |        |   |           |   | 170      |                       |  |   |                          |   |  |              | 2     |   |              |   |        |   |  |   | 172      |  
|Accounts payable                                                                                        |  |                |        |   |           |   | (5,927   | )                     |  |   |                          |   |  |              | (559  | ) |              |   |        |   |  |   | (6,486   | )
|Other current liabilities                                                                               |  |                | 9,041   |   |           |   | (10,740  | )                     |  |   | (112                      | ) |  |              | (119  | ) |              |   | (9,041  | ) |  |   | (10,971  | )
|Other assets and liabilities                                                                            |  |                |        |   |           |   | (1,006   | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (1,006   | )
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Net cash provided by (used in) operating activities                                                     |  |                |        |   |           |   | 109,615  |                       |  |   | (3                        | ) |  |              | 965   |   |              |   |        |   |  |   | 110,577  |  
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Cash flows from investing activities                                                                    |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Capital expenditures                                                                                    |  |                |        |   |           |   | (33,983  | )                     |  |   |                          |   |  |              | (18   | ) |              |   |        |   |  |   | (34,001  | )
|Proceeds from sale of marketable securities                                                             |  |                |        |   |           |   | 1,446    |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 1,446    |  
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Net cash used in investing activities                                                                   |  |                |        |   |           |   | (32,537  | )                     |  |   |                          |   |  |              | (18   | ) |              |   |        |   |  |   | (32,555  | )
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Cash flows from financing activities                                                                    |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Debt issuance costs paid                                                                                |  |                |        |   |           |   | (6,681   | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (6,681   | )
|Repayment of 123/4% senior subordinated notes due 2009 including prepayment of premium and related fees |  |                |        |   |           |   | (257,661 | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (257,661 | )
|Repayment of previous senior credit facility                                                            |  |                |        |   |           |   | (220,073 | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (220,073 | )
|Borrowings under new senior credit facility                                                             |  |                |        |   |           |   | 240,000  |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 240,000  |  
|Principal payments on new senior credit facility                                                        |  |                |        |   |           |   | (61,675  | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (61,675  | )
|Proceeds from issuance of 73/4% senior subordinated notes due 2013                                      |  |                |        |   |           |   | 175,000  |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 175,000  |  
|Proceeds from issuance of common stock, net of issuance costs of $20,961                                |  |                |        |   |           |   | 260,966  |                       |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | 260,966  |  
|Redemption of Class A preferred stock at liquidation value                                              |  |                |        |   |           |   | (176,456 | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (176,456 | )
|Purchase of treasury stock                                                                              |  |                |        |   |           |   | (23      | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (23      | )
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Net cash used in financing activities                                                                   |  |                |        |   |           |   | (46,603  | )                     |  |   |                          |   |  |              |      |   |              |   |        |   |  |   | (46,603  | )
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Effect of exchange rate changes on cash                                                                 |  |                |        |   |           |   | 1        |                       |  |   |                          |   |  |              | (45   | ) |              |   |        |   |  |   | (44      | )
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Net increase (decrease) in cash                                                                         |  |                |        |   |           |   | 30,476   |                       |  |   | (3                        | ) |  |              | 902   |   |              |   |        |   |  |   | 31,375   |  
|Cash and cash equivalents at beginning of year                                                          |  |                |        |   |           |   | 17,429   |                       |  |   | 62                        |   |  |              | 428   |   |              |   |        |   |  |   | 17,919   |  
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  
|Cash and cash equivalents at end of year                                                                |  | $              |        |   |           | $ | 47,905   |                       |  | $ | 59                        |   |  | $            | 1,330 |   |              | $ |        |   |  | $ | 49,294   |  
|                                                                                                        |  |                |         |   |           |   |          |                       |  |   |                           |   |  |              |       |   |              |   |         |   |  |   |          |  



106



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CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2004



|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|----------------------------------------------------- |  | -------------- | ------- | - | --------- | - | ------- | --------------------- |  | ------------------------- | --- |  | ------------ | ------ | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                      |  | Syniverse Inc. |         |   | Syniverse |   |         | Subsidiary Guarantors |  | Subsidiary Non-Guarantors |     |  | Eliminations |        |   | Consolidated |  
|Revenues                                              |  | $              |        |   |           | $ | 330,338 |                       |  | $                         | 843 |  | $            | 1,222  |   |              | $ |        |   |  | $ | 332,403 |  
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|Costs and expenses:                                   |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|Cost of operations                                    |  |                |        |   |           |   | 137,418 |                       |  |                           | 171 |  |              | 895    |   |              |   |        |   |  |   | 138,484 |  
|Sales and marketing                                   |  |                |        |   |           |   | 18,500  |                       |  |                           |    |  |              | 1,744  |   |              |   |        |   |  |   | 20,244  |  
|General and administrative                            |  |                |        |   |           |   | 39,030  |                       |  |                           | 68  |  |              | 2,676  |   |              |   |        |   |  |   | 41,774  |  
|Depreciation and amortization                         |  |                |        |   |           |   | 41,731  |                       |  |                           |    |  |              | 241    |   |              |   |        |   |  |   | 41,972  |  
|Restructuring                                         |  |                |        |   |           |   |        |                       |  |                           |    |  |              | 289    |   |              |   |        |   |  |   | 289     |  
|Impairment losses on intangible assets                |  |                |        |   |           |   | 14,056  |                       |  |                           |    |  |              |       |   |              |   |        |   |  |   | 14,056  |  
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|                                                      |  |                |        |   |           |   | 250,735 |                       |  |                           | 239 |  |              | 5,845  |   |              |   |        |   |  |   | 256,819 |  
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|Operating income (loss)                               |  |                |        |   |           |   | 79,603  |                       |  |                           | 604 |  |              | (4,623 | ) |              |   |        |   |  |   | 75,584  |  
|Other income (expense), net:                          |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|Income from equity investment                         |  |                | 23,792  |   |           |   | (3,846  | )                     |  |                           |    |  |              |       |   |              |   | (19,946 | ) |  |   |        |  
|Interest income                                       |  |                |        |   |           |   | 1,080   |                       |  |                           | 65  |  |              | 3      |   |              |   |        |   |  |   | 1,148   |  
|Interest expense                                      |  |                |        |   |           |   | (52,912 | )                     |  |                           |    |  |              | (16    | ) |              |   |        |   |  |   | (52,928 | )
|Other, net                                            |  |                |        |   |           |   | (133    | )                     |  |                           |    |  |              | 121    |   |              |   |        |   |  |   | (12     | )
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|                                                      |  |                | 23,792  |   |           |   | (55,811 | )                     |  |                           | 65  |  |              | 108    |   |              |   | (19,946 | ) |  |   | (51,792 | )
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|Income (loss) before provision for income taxes       |  |                | 23,792  |   |           |   | 23,792  |                       |  |                           | 669 |  |              | (4,515 | ) |              |   | (19,946 | ) |  |   | 23,792  |  
|Provision for income taxes                            |  |                | 8,729   |   |           |   | 8,729   |                       |  |                           |    |  |              |       |   |              |   | (8,729  | ) |  |   | 8,729   |  
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|Net income (loss)                                     |  |                | 15,063  |   |           |   | 15,063  |                       |  |                           | 669 |  |              | (4,515 | ) |              |   | (11,217 | ) |  |   | 15,063  |  
|Preferred stock dividends                             |  |                | (31,564 | ) |           |   |        |                       |  |                           |    |  |              |       |   |              |   |        |   |  |   | (31,564 | )
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  
|Net income (loss) attributable to common stockholders |  | $              | (16,501 | ) |           | $ | 15,063  |                       |  | $                         | 669 |  | $            | (4,515 | ) |              | $ | (11,217 | ) |  | $ | (16,501 | )
|                                                      |  |                |         |   |           |   |         |                       |  |                           |     |  |              |        |   |              |   |         |   |  |   |         |  



107



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CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2004



|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|---------------------------------------------------------------------------------------- |  | -------------- | ------- | - | --------- | - | ------- | --------------------- |  | - | ------------------------- | - |  | ------------ | ------ | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                                                         |  | Syniverse Inc. |         |   | Syniverse |   |         | Subsidiary Guarantors |  |   | Subsidiary Non-Guarantors |   |  | Eliminations |        |   | Consolidated |  
|Cash flows from operating activities                                                     |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net income (loss)                                                                        |  | $              | 15,063  |   |           | $ | 15,063  |                       |  | $ | 669                       |   |  | $            | (4,515 | ) |              | $ | (11,217 | ) |  | $ | 15,063  |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Depreciation and amortization including amortization of deferred debt issuance costs     |  |                |        |   |           |   | 50,803  |                       |  |   |                          |   |  |              | 241    |   |              |   |        |   |  |   | 51,044  |  
|Provision for (recovery of) uncollectible accounts                                       |  |                |        |   |           |   | (212    | )                     |  |   | (14                       | ) |  |              | 61     |   |              |   |        |   |  |   | (165    | )
|Deferred income tax expense                                                              |  |                |        |   |           |   | 8,562   |                       |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | 8,562   |  
|Income (loss) from equity investment                                                     |  |                | (23,792 | ) |           |   | 3,846   |                       |  |   |                          |   |  |              |       |   |              |   | 19,946  |   |  |   |        |  
|Loss on disposition of property                                                          |  |                |         |   |           |   | 147     |                       |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | 147     |  
|Impairment losses on intangible assets                                                   |  |                |         |   |           |   | 14,056  |                       |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | 14,056  |  
|Changes in current assets and liabilities:                                               |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Accounts receivable                                                                      |  |                |        |   |           |   | (16,004 | )                     |  |   | 474                       |   |  |              | (87    | ) |              |   |        |   |  |   | (15,617 | )
|Other current assets                                                                     |  |                |        |   |           |   | 1,342   |                       |  |   | 63                        |   |  |              | 19     |   |              |   |        |   |  |   | 1,424   |  
|Accounts payable                                                                         |  |                |        |   |           |   | 4,195   |                       |  |   | (1,078                    | ) |  |              | 5,239  |   |              |   |        |   |  |   | 8,356   |  
|Other current liabilities                                                                |  |                | 8,729   |   |           |   | 5,456   |                       |  |   | (55                       | ) |  |              | (528   | ) |              |   | (8,729  | ) |  |   | 4,873   |  
|Other assets and liabilities                                                             |  |                |        |   |           |   | (2,047  | )                     |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | (2,047  | )
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net cash provided by operating activities                                                |  |                |        |   |           |   | 85,207  |                       |  |   | 59                        |   |  |              | 430    |   |              |   |        |   |  |   | 85,696  |  
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Cash flows from investing activities                                                     |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Capital expenditures                                                                     |  |                |        |   |           |   | (22,094 | )                     |  |   |                          |   |  |              | (90    | ) |              |   |        |   |  |   | (22,184 | )
|Acquisition of IOS North America                                                         |  |                |        |   |           |   | (56,479 | )                     |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | (56,479 | )
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net cash used in investing activities                                                    |  |                |        |   |           |   | (78,573 | )                     |  |   |                          |   |  |              | (90    | ) |              |   |        |   |  |   | (78,663 | )
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Cash flows from financing activities                                                     |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Debt issuance costs paid                                                                 |  |                |        |   |           |   | (1,102  | )                     |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | (1,102  | )
|Principal payments on previous senior credit facility                                    |  |                |         |   |           |   | (40,701 | )                     |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | (40,701 | )
|Borrowings under previous senior credit facility                                         |  |                |        |   |           |   | 44,500  |                       |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | 44,500  |  
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net cash provided by financing activities                                                |  |                |        |   |           |   | 2,697   |                       |  |   |                          |   |  |              |       |   |              |   |        |   |  |   | 2,697   |  
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Effect of exchange rate changes on cash                                                  |  |                |        |   |           |   |        |                       |  |   |                          |   |  |              | (110   | ) |              |   |        |   |  |   | (110    | )
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Net increase in cash                                                                     |  |                |        |   |           |   | 9,331   |                       |  |   | 59                        |   |  |              | 230    |   |              |   |        |   |  |   | 9,620   |  
|Cash and cash equivalents at beginning of year                                           |  |                |        |   |           |   | 8,098   |                       |  |   | 3                         |   |  |              | 198    |   |              |   |        |   |  |   | 8,299   |  
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  
|Cash and cash equivalents at end of year                                                 |  | $              |        |   |           | $ | 17,429  |                       |  | $ | 62                        |   |  | $            | 428    |   |              | $ |        |   |  | $ | 17,919  |  
|                                                                                         |  |                |         |   |           |   |         |                       |  |   |                           |   |  |              |        |   |              |   |         |   |  |   |         |  



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Schedule IIValuation and Qualifying Accounts

Syniverse Holdings, Inc.



|                                 |  |                                |       |                               |   |      |            |  |   |                          |      |  |   |      
|-------------------------------- |  | ------------------------------ | ----- | ----------------------------- | - | ---- | ---------- |  | - | ------------------------ | ---- |  | - | -----
|Column A                         |  | Column B                       |       | Column C                      |   |      | Column D   |  |   | Column E                
|Description                      |  | Balance at Beginning of
Period |       | Charged to Costs and Expenses |   |      | Deductions |  |   | Balance at end of Period
|Allowance for doubtful accounts: |  |                                |       |                               |   |      |            |  |   |                          |      |  |   |      
|Year ended December 31, 2004     |  | $                              | 2,535 |                               | $ | (165 | )(2)       |  | $ | (1,228                   | )(1) |  | $ | 1,142
|Year ended December 31, 2005     |  | $                              | 1,142 |                               | $ | 546  |            |  | $ | (621                     | )(1) |  | $ | 1,067
|Year ended December 31, 2006     |  | $                              | 1,067 |                               | $ | 489  |            |  | $ | (439                     | )(3) |  | $ | 1,117

---

|(1) | Write-offs of uncollectible accounts
|--- | ------------------------------------

|(2) | Recovery of amounts previously provided for
|--- | -------------------------------------------

|(3) | Includes a $236 addition recorded for ITHL at time of acquisition
|--- | -----------------------------------------------------------------



|                             |  |                                |       |                               |   |            |  |   |                          |      |  |   |      
|---------------------------- |  | ------------------------------ | ----- | ----------------------------- | - | ---------- |  | - | ------------------------ | ---- |  | - | -----
|Column A                     |  | Column B                       |       | Column C                      |   | Column D   |  |   | Column E                
|Description                  |  | Balance at Beginning of
Period |       | Charged to Costs and Expenses |   | Deductions |  |   | Balance at end of Period
|Accrual for restructuring:   |  |                                |       |                               |   |            |  |   |                          |      |  |   |      
|Year ended December 31, 2004 |  | $                              | 93    |                               | $ | 2,177      |  | $ | (382                     | )(1) |  | $ | 1,888
|                             |  |                                |       |                               |   |            |  | $ |                          |      |  |   |      
|Year ended December 31, 2005 |  | $                              | 1,888 |                               | $ | 387        |  | $ | (1,339                   | )(1) |  | $ | 492  
|                             |  |                                |       |                               |   |            |  | $ | (444                     | )(2) |  |   |      
|Year ended December 31, 2006 |  | $                              | 492   |                               | $ | 1,006      |  | $ | (1,269                   | )(1) |  | $ | 156  
|                             |  |                                |       |                               |   |            |  | $ | (73                      | )(2) |  |   |      

---

|(1) | Payments
|--- | --------

|(2) | Reduction related to change in estimates of amounts
|--- | ---------------------------------------------------



|                                               |  |                                |        |                               |   |        |            |  |   |                          |      |  |   |       
|---------------------------------------------- |  | ------------------------------ | ------ | ----------------------------- | - | ------ | ---------- |  | - | ------------------------ | ---- |  | - | ------
|Column A                                       |  | Column B                       |        | Column C                      |   |        | Column D   |  |   | Column E                
|Description                                    |  | Balance at Beginning of
Period |        | Charged to Costs and Expenses |   |        | Deductions |  |   | Balance at end of
Period
|Valuation allowance for deferred income taxes: |  |                                |        |                               |   |        |            |  |   |                          |      |  |   |       
|Year ended December 31, 2004                   |  | $                              | 72,996 |                               | $ |       |            |  | $ | (4,750                   | )(2) |  | $ | 68,246
|Year ended December 31, 2005                   |  | $                              | 68,246 |                               | $ | 11,113 | (3)        |  | $ |                         |      |  | $ | 79,359
|Year ended December 31, 2006                   |  | $                              | 79,359 |                               | $ |       |            |  | $ | (68,887                  | )(4) |  | $ | 10,472

---

|(1) | SFAS 109 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, its more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reduction related to partial utilization of a previously recorded and valued NOL carryforward.
|--- | ----------------------------------------------------------------------------------------------

|(3) | Recognition of current period NOL.
|--- | ----------------------------------

|(4) | Reduction related to partial reversal of valuation allowance.
|--- | -------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of March, 2007



SYNIVERSE HOLDINGS, INC.SYNIVERSE TECHNOLOGIES, INC.By:

/S/ RAYMOND L. LAWLESSRaymond L. Lawless Chief Financial Officer and Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons in the capacities and on the dates indicated:



|                                          |  |                                                                                |  |               
|----------------------------------------- |  | ------------------------------------------------------------------------------ |  | --------------
|Signatures                                |  | Capacity                                                                       |  | Dates         
|                                          |  |                                                                               
|/S/ ROBERT J. MARINO Robert J. Marino     |  | Chairman                                                                       |  | March 13, 2007
|                                          |  |                                                                               
|/S/ TONY G. HOLCOMBE Tony G. Holcombe     |  | Chief Executive Officer, President and Director (Principal Executive Officer)  |  | March 13, 2007
|                                          |  |                                                                               
|/S/ RAYMOND L. LAWLESS Raymond L. Lawless |  | Chief Financial Officer, Secretary and Director (Principal Accounting Officer) |  | March 13, 2007
|                                          |  |                                                                               
|/S/ DAVID A. DONNINI David A. Donnini     |  | Director                                                                       |  | March 13, 2007
|                                          |  |                                                                               
|/S/ COLLIN E. ROCHE Collin E. Roche       |  | Director                                                                       |  | March 13, 2007
|                                          |  |                                                                               
|/S/ ODIE C. DONALD Odie C. Donald         |  | Director                                                                       |  | March 13, 2007
|                                          |  |                                                                               
|/S/ JOHN C. HOFMANN John C. Hofmann       |  | Director                                                                       |  | March 13, 2007
|                                          |  |                                                                               
|/S/ JAMES B. LIPHAM James B. Lipham       |  | Director                                                                       |  | March 13, 2007
|                                          |  |                                                                               
|/S/ JACK PEARLSTEIN Jack Pearlstein       |  | Director                                                                       |  | March 13, 2007



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|3.1         |  | Restated Certificate of Incorporation of TSI Telecommunication Services Inc. (n/k/a Syniverse Technologies, Inc.) (1)                                                                                                                                                                                                                                                                         
|            | 
|3.1.1       |  | Certificate of Amendment of Restated Certificate of Incorporation of Syniverse Technologies, Inc. (3)                                                                                                                                                                                                                                                                                         
|            | 
|3.2         |  | Bylaws of Syniverse Technologies, Inc. (1)                                                                                                                                                                                                                                                                                                                                                    
|            | 
|3.3         |  | Second Amended and Restated Certificate of Incorporation of Syniverse Holdings, Inc. (4)                                                                                                                                                                                                                                                                                                      
|            | 
|3.4         |  | Amended and Restated Bylaws of Syniverse Holdings, Inc. (4)                                                                                                                                                                                                                                                                                                                                   
|            | 
|4.1         |  | Amendment No. 1 to Limited Liability Company Agreement and Dissolution Agreement dated as of February 9, 2005, by and among Syniverse Holdings, Inc., Syniverse Holdings, LLC and certain of
its members. (5)                                                                                                                                                                                 
|            | 
|4.2         |  | Form of Certificate of Common Stock of Syniverse Holdings, Inc. (4)                                                                                                                                                                                                                                                                                                                           
|            | 
|4.3         |  | Purchase Agreement, dated August 18, 2005, among Syniverse Technologies, Inc., Syniverse Holdings, Inc., Syniverse Technologies of Virginia, Inc., Syniverse Brience, LLC, Lehman Brothers
Inc. and Deutsche Bank Securities Inc. (13)                                                                                                                                                        
|            | 
|4.4         |  | Indenture, dated August 24, 2005, among Syniverse Technologies, Inc., Syniverse Holdings, Inc., Syniverse Technologies of Virginia, Inc., Syniverse Brience, LLC and The Bank of New York
Trust Company, N.A. (13)                                                                                                                                                                            
|            | 
|4.5         |  | Exchange and Registration Rights Agreement, dated August 24, 2005, among Syniverse Technologies, Inc., Syniverse Holdings, Inc., Syniverse Technologies of Virginia, Inc., Syniverse Brience,
LLC, Lehman Brothers Inc. and Deutsche Bank Securities Inc. (13)                                                                                                                                
|            | 
|4.6         |  | Notation of Guarantee, dated August 24, 2005 by Syniverse Holdings, Inc, Syniverse Technologies of Virginia, Inc. and Syniverse Brience, LLC with respect to the Rule 144A 73/4% Global Note. (14)                                                                                                                                                                                            
|            | 
|4.7         |  | Notation of Guarantee, dated August 24, 2005 by Syniverse Holdings, Inc, Syniverse Technologies of Virginia, Inc. and Syniverse Brience, LLC with respect to the Regulation S 73/4% Global Note. (14)                                                                                                                                                                                         
|            | 
|4.8         |  | Form of 73/4% Exchange Note. (14)                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.1        |  | Credit Agreement, dated February 15, 2005, among Syniverse Holdings, Inc., Syniverse Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, Lehman Brothers
Inc., as Lead Arranger and Book Manager, LaSalle Bank Association as syndication and agent, and Lehman Commercial Paper Inc., as Administrative Agent. (6)                                       
|            | 
|10.2        |  | Guarantee and Collateral Agreement, dated February 15, 2005, among Syniverse Holdings, Inc., Syniverse Technologies Inc. and certain of their respective Subsidiaries, and Lehman Commercial
Paper Inc., as Administrative Agent. (6)                                                                                                                                                         
|            | 
|10.3        |  | Stock Purchase Agreement, dated February 14, 2002, by and between Syniverse Holdings, Inc. and Syniverse Holdings, LLC as amended by that certain Amendment No. 1 to Stock Purchase
Agreement, dated February 9, 2005, by and among Syniverse Holdings, Inc., Syniverse Holdings, LLC, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Capital Partners, L.P. and GTCR Co-Invest, L.P. (1)(5)



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.4        |  | Registration Agreement, dated February 14, 2002, among Syniverse Holdings, LLC, GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest L.P., G. Edward Evans, Raymond L. Lawless, Robert
Clark, Robert Garcia, Jr., Douglas Meyn, Gilbert Mosher, Wayne Nelson, Michael OBrien, Christine Wilson Strom, Paul Wilcock, Rajesh Shah, Christian Schiller, Arnis Kins, John Kins and Snowlake Investment Pte Ltd. (1)     
|            | 
|10.5        |  | Intellectual Property Agreement, dated February 14, 2002, among Verizon Information Services, Inc., Verizon Communications Inc. and Syniverse Technologies, Inc. (1)                                                                                                                                                                                                                                                       
|            | 
|10.6       |  | Syniverse Holdings, Inc. Amended and Restated Founders Stock Option Plan. (12)                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.7       |  | Syniverse Holdings, Inc. Amended and Restated Non-employee Directors Stock Option Plan. (12)                                                                                                                                                                                                                                                                                                                               
|            | 
|10.8       |  | Syniverse Holdings, Inc. Amended and Restated 2003 Non-Employee Director Compensation Plan. (12)                                                                                                                                                                                                                                                                                                                           
|            | 
|10.9        |  | Contribution Agreement, dated as of July 23, 2003, by and among GTCR Fund VII, L.P., GTCR Co-Invest, L.P., and Syniverse Holdings, LLC. (7)                                                                                                                                                                                                                                                                                
|            | 
|10.10       |  | Asset Purchase Agreement among Syniverse Technologies, Inc., Electronic Data Systems Corporation and EDS Information Services LLC, dated as of August 25, 2004. (8)                                                                                                                                                                                                                                                        
|            | 
|10.11       |  | Agreement for the purchase and sale of Softwright Holdings Limited, dated December 19, 2003, among Syniverse Technologies, Inc. and the persons set out in Schedule I thereto.
(9)                                                                                                                                                                                                                                         
|            | 
|10.12       |  | Contribution Agreement dated as of November 11, 2004 by and between Syniverse Holdings, LLC and Syniverse Holdings, Inc. (11)                                                                                                                                                                                                                                                                                              
|            | 
|10.13       |  | Contribution Agreement dated as of November 11, 2004 by and between Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (11)                                                                                                                                                                                                                                                                                         
|            | 
|10.14      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and
G. Edward Evans as amended by that certain Amendment No. 1 to Amended and Restated Senior Management Agreement, dated as of March 21, 2005 by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and G. Edward Evans.
(5)(2)
|            | 
|10.15      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Raymond L.
Lawless. (5)                                                                                                                                                                                                                   
|            | 
|10.16      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Paul A.
Wilcock. (5)                                                                                                                                                                                                                      
|            | 
|10.17      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Michael J.
OBrien. (5)                                                                                                                                                                                                                   
|            | 
|10.18      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Wayne G.
Nelson. (5)                                                                                                                                                                                                                      
|            | 
|10.19      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Gilbert L.
Mosher. (5)                                                                                                                                                                                                                    



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|            |  |                                                                                                                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                               
|            | 
|10.20      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and
Robert F. Garcia, Jr. (5)                                                                                
|            | 
|10.21      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and
Charles A. Drexler. (5)                                                                                  
|            | 
|10.22      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and
Linda Hermansen. (5)                                                                                     
|            | 
|10.23      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and
Eugene Bergen Henegouwen. (5)                                                                            
|            | 
|10.24      |  | Amended and Restated Senior Management Agreement, dated as of February 9, 2005, by and among Syniverse Holdings, LLC, Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Paul Carrao.
(5)                                                                                         
|            | 
|10.25       |  | Office Lease, dated as of February 28, 2005, by and between 581 Highwoods, L.P. and Syniverse Technologies, Inc. (12)                                                                                                                                                                     
|            | 
|10.26      |  | Amendment No. 2 to Amended and Restated Senior Management Agreement, dated as of January 9, 2005, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and
G. Edward Evans. (15)                                                                                        
|            | 
|10.27      |  | Senior Management Agreement, dated as of January 9, 2005, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Tony G. Holcombe. (15)                                                                                                                               
|            | 
|10.28      |  | Senior Management Agreement, dated as of April 3, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Nancy J. White. (16)                                                                                                                                   
|            | 
|10.29      |  | Share Purchase Agreement, dated as of June 16, 2006, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc., Interactive Technology Holdings Limited and each of Raymond Cheung,
Kenneth Wong, Peter Chan, DBS Nominees Pte Ltd and Seavi Advent Venture Management Pte. (17)
|            | 
|10.30      |  | Senior Management Agreement, dated as of August 7, 2006, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc. and Leigh Hennen. (17)                                                                                                                                       
|            | 
|10.31      |  | Form of Amended and Restated Restricted Stock Grant Agreement. (18)                                                                                                                                                                                                                       
|            | 
|10.32      |  | Form of Amended and Restated Non-Qualified Stock Option Award Agreement. (19)                                                                                                                                                                                                             
|            | 
|10.33      |  | Syniverse Holding Inc. 2006 Long-Term Equity Incentive Plan. (20)                                                                                                                                                                                                                         
|            | 
|*10.34      |  | Executive Separation Agreement, dated as of March 12, 2007, by and among Syniverse Holdings, Inc., Syniverse Technologies, Inc., and Raymond L. Lawless.                                                                                                                                  
|            | 
|*12.1       |  | Computation of ratio of earnings to fixed charges.                                                                                                                                                                                                                                        
|            | 
|*21.1       |  | Subsidiaries of Syniverse Holdings, Inc.                                                                                                                                                                                                                                                  
|            | 
|*23.1       |  | Consent of Ernst & Young LLP, independent registered certified public accountants.                                                                                                                                                                                                        
|            | 
|*31.1       |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.                                                                                                                                                                                  
|            | 
|*31.2       |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.                                                                                                                                                                                  



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|            |  |                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                             
|            | 
|*32.1       |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.
|            | 
|*32.2       |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.

---

|(1) | Incorporated by reference to the Registrants Registration Statement on Form S-4 (Registration No. 333-88168).
|--- | --------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registrants Current Report on Form 8-K dated March 21, 2005.
|--- | ----------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Syniverse Holdings, Inc.s Registration Statement on Form S-1/A (Registration No. 333-120444).
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated February 7, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Registrants Current Report on Form 8-K dated February 15, 2005.
|--- | ---------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated July 23, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated September 30, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated November 19, 2004.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to Syniverse Holdings, LLC and Syniverse Technologies, Inc.s Current Report on Form 8-K dated November 11, 2004.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to Syniverse Holdings, Inc. and Syniverse Technologies, Inc.s Annual Report on Form 10-Kfor the fiscal year ended December 31, 2004.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to the Registrants Current Report on Form 8-K filed on August 24, 2005.
|---- | --------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to the Registrants Registration Statement on Form S-4 (Registration No. 333-129186).
|---- | ---------------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to Registrants Current Report on Form 8-K dated January 9, 2006.
|---- | -------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to Registrants Current Report on Form 8-K dated April 3, 2006.
|---- | -----------------------------------------------------------------------------------------

|(17) | Incorporated by reference to Registrants Current Report on Form 8-K dated June 16, 2006.
|---- | -----------------------------------------------------------------------------------------

|(18) | Incorporated by reference to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
|---- | -----------------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to Registrants Current Report on Form 8-K dated August 3, 2006.
|---- | ------------------------------------------------------------------------------------------

|(20) | Incorporated by reference to Registrants Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Stockholders.
|---- | ----------------------------------------------------------------------------------------------------------------------

| | Compensatory plan or agreement.
|- | -------------------------------

|* | Filed herewith.
|- | ---------------



114